XML 18 R9.htm IDEA: XBRL DOCUMENT
v3.21.2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 5 Months Ended
--- | ---
Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract] |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering (see Note 5) as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.
|  | As Previously Reported |  |  | Adjustments |  |  | As Restated |
Balance sheet as of September 29, 2020 (audited) |  |  |  |  |  |  |  |  |  |  |  |
Warrant Liability |  | $ | — |  |  | $ | 12,573,333 |  |  | $ | 12,573,333 |
Ordinary Shares Subject to Possible Redemption |  |  | 285,853,760 |  |  |  | (12,573,333 | ) |  |  | 273,280,427 |
Class A Ordinary Shares |  |  | 141 |  |  |  | 126 |  |  |  | 267 |
Additional Paid-in Capital |  |  | 5,017,854 |  |  |  | (126 | ) |  |  | 5,017,728 |
Shareholders’ Equity |  |  | 5,000,010 |  |  |  | 0 |  |  |  | 5,000,010 |
Balance sheet as of September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Warrant Liability |  | $ | — |  |  | $ | 13,340,000 |  |  | $ | 13,340,000 |
Ordinary Shares Subject to Possible Redemption |  |  | 285,851,910 |  |  |  | (13,340,000 | ) |  |  | 275,511,910 |
Class A Ordinary Shares |  |  | 141 |  |  |  | 134 |  |  |  | 275 |
Additional Paid-in Capital |  |  | 5,019,704 |  |  |  | 766,533 |  |  |  | 5,786,237 |
Accumulated Deficit |  |  | (20,698 | ) |  |  | (766,667 | ) |  |  | (787,365 | )
Shareholders’ Equity |  |  | 5,000,010 |  |  |  | 0 |  |  |  | 5,000,010 |
Balance sheet as of December 31, 2020 (audited) |  |  |  |  |  |  |  |  |  |  |  |
Warrant Liability |  | $ | — |  |  | $ | 24,562,667 |  |  | $ | 24,562,667 |
Ordinary Shares Subject to Possible Redemption |  |  | 304,820,000 |  |  |  | (24,562,670 | ) |  |  | 280,257,330 |
Class A Ordinary Shares |  |  | 152 |  |  |  | 245 |  |  |  | 397 |
Additional Paid-in Capital |  |  | 5,351,666 |  |  |  | 11,989,092 |  |  |  | 17,340,758 |
Accumulated Deficit |  |  | (352,617 | ) |  |  | (11,989,334 | ) |  |  | (12,341,951 | )
Shareholders’ Equity |  |  | 5,000,001 |  |  |  | 3 |  |  |  | 5,000,004 |
Period from July 28, 2020 (inception) to September 30, 2020 (unaudited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  | $ | — |  |  | $ | 766,667 |  |  | $ | 766,667 |
Net loss |  |  | (20,698 | ) |  |  | (766,667 | ) |  |  | (787,365 | )
Basic and diluted net loss per share, Class B |  |  | (0.00 | ) |  |  | (0.10 | ) |  |  | (0.10 | )
Period from July 28, 2020 (inception) to December 31, 2020 (audited) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  | $ | — |  |  | $ | (11,989,334 | ) |  | $ | (11,989,334 | )
Net loss |  |  | (352,617 | ) |  |  | (11,989,334 | ) |  |  | (12,341,951 | )
Basic and diluted net loss per share, Class B |  |  | (0.05 | ) |  |  | (1.55 | ) |  |  | (1.60 | )

X
- References No definition available. + Details
Name: | srt_CondensedFinancialInformationOfParentCompanyOnlyDisclosureAbstract
Namespace Prefix: | srt_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section S99 -Paragraph 6 -Subparagraph (SX 210.5-04(Schedule I)) -URI http://asc.fasb.org/extlink&oid=120391182&loc=d3e5864-122674 Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=123454820&loc=d3e5283-111683 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690 + Details
Name: | us-gaap_CondensedFinancialInformationOfParentCompanyOnlyDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration