0001193125-21-172518 | S-4/A | XBRL Viewer | VPC Impact Acquisition Holdings

Cover Page	5 Months Ended
Cover Page	Dec. 31, 2020
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	false
Entity Registrant Name	VPC Impact Acquisition Holdings
Entity Filer Category	Non-accelerated Filer
Entity Central Index Key	0001820302
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,001,772	$ 1,177,678
Prepaid expenses	239,773	234,959
Total Current Assets	1,241,545	1,412,637
Cash and marketable securities held in Trust Account	207,385,917	207,376,213
TOTAL ASSETS	208,627,462	208,788,850
Current liabilities
Accounts payable and accrued expenses	3,113,505	893,415
Accrued offering costs	0	2,230
Total Current Liabilities	3,113,505	895,645
Warrant liabilities	53,805,433	22,513,065
Deferred underwriting fee payable	7,258,021	7,258,021
Total Liabilities	64,176,959	30,666,731
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 13,945,050 and 17,312,211 shares at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	139,450,500	173,122,110
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0	0
Additional paid-in capital	43,531,612	9,860,338
Accumulated deficit	(38,532,806)	(4,861,190)
Total Shareholders' Equity	5,000,003	5,000,009
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	208,627,462	208,788,850
Class A [Member]
Shareholders' Equity
Ordinary shares	679	343
Class B [Member]
Shareholders' Equity
Ordinary shares	$ 518	$ 518

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity, Shares Authorized	13,945,050	17,312,211
Temporary Equity, Par Value	$ 10.00	$ 10.00
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	6,792,152	3,424,991
Common Stock, Shares, Outstanding	6,792,152	3,424,991
Common Stock Subject To Possible Redemption	13,945,050	17,312,211
Class B [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	5,184,300	5,184,300
Common Stock, Shares, Outstanding	5,184,300	5,184,300

Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Formation and operational costs	$ 2,393,428	$ 1,006,862
Loss from operations	(2,393,428)	(1,006,862)
Other income:
Other income	4,476
Interest earned on marketable securities held in Trust Account	9,704	4,193
Transaction costs allocable to warrant liabilities	(768,391)	(768,391)
Change in fair value of warrant liabilities	(31,292,368)	(3,090,130)
Other expense, net	(31,278,188)
Net Loss	(33,671,616)	(4,861,190)
Class A [Member]
Other income:
Interest earned on marketable securities held in Trust Account	$ 9,704	$ 4,193
Weighted average shares outstanding	20,737,202	20,737,202
Basic and diluted net income per share	$ 0.00	$ 0
Class B [Member]
Loss from operations	$ (33,681,320)	$ (4,865,383)
Other income:
Net Loss	$ (33,671,616)	$ (4,861,190)
Weighted average shares outstanding	5,184,300	5,184,300
Basic and diluted net income per share	$ (6.50)	$ (0.94)

Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($)	Total	Class B [Member]	Ordinary Shares [Member] Class A [Member]	Ordinary Shares [Member] Class B [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Jul. 30, 2020	$ 0		$ 0	$ 0	$ 0	$ 0
Beginning balance, shares at Jul. 30, 2020			0	0
Beginning balance at Jul. 30, 2020	0		$ 0	$ 0	0	0
Beginning balance, shares at Jul. 30, 2020			0	0
Issuance of Class B ordinary shares to Sponsor	25,000		$ 0	$ 575	24,425	0
Issuance of Class B ordinary shares to Sponsor, shares			0	5,750,000
Sale of 20,737,202 Units, net of underwriting discounts, fair value of Public warrants and offering costs	$ 182,958,309		$ 2,074	$ 0	182,956,235	0
Sale of 20,737,202 Units, net of underwriting discounts, fair value of Public warrants and offering costs, Shares			20,737,202	0
Forfeiture of 565,700 Sponsor shares				$ (57)	57
Forfeiture of 565,700 Sponsor shares, Shares	565,700			(565,700)
Change in value of Class A Ordinary Shares subject to possible redemption	$ (173,122,110)		$ (1,731)	$ 0	(173,120,379)	0
Change in value of Class A Ordinary Shares subject to possible redemption, Shares			(17,312,211)	0
Net loss	(4,861,190)	$ (4,861,190)	$ 0	$ 0	0	(4,861,190)
Ending balance at Dec. 31, 2020	5,000,009		$ 343	$ 518	9,860,338	(4,861,190)
Ending balance, shares at Dec. 31, 2020			3,424,991	5,184,300
Change in value of Class A Ordinary Shares subject to possible redemption	33,671,610		$ 336		33,671,274
Change in value of Class A Ordinary Shares subject to possible redemption, Shares			3,367,161
Net loss	(33,671,616)	$ (33,671,616)				(33,671,616)
Ending balance at Mar. 31, 2021	$ 5,000,003		$ 679	$ 518	$ 43,531,612	$ (38,532,806)
Ending balance, shares at Mar. 31, 2021			6,792,152	5,184,300

Condensed Consolidated Statement of Changes in Shareholders' Equity (Parenthetical)	5 Months Ended
	Dec. 31, 2020 shares
Share based compensation other than employee stock scheme shares forfeited during the period	565,700
Ordinary Shares [Member] \| Class A [Member]
Number of units sold	20,737,202

Condensed Consolidated Statement of Cash Flows - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (33,671,616)	$ (4,861,190)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(9,704)	(4,193)
Formation costs paid by Sponsor in exchange for Founder shares		6,606
Change in fair value of warrant liability	31,292,368	3,090,130
Transaction costs allocable to warrant liabilities	768,391	768,391
Changes in operating assets and liabilities:
Prepaid expenses	(4,814)	(234,959)
Accounts payable and accrued expenses	2,217,860	893,415
Net cash used in operating activities	(175,906)	(341,800)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(207,372,020)
Net cash used in investing activities		(207,372,020)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		203,224,580
Proceeds from sale of Private Placements Warrants		6,147,440
Repayment of promissory note—related party		(82,729)
Payment of offering costs		(397,793)
Net cash provided by financing activities		208,891,498
Net Change in Cash	(175,906)	1,177,678
Cash – Beginning of period	1,177,678
Cash – End of period	1,001,772	1,177,678
Non-Cash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$ (33,671,610)	(1,760,900)
Initial classification of Class A ordinary shares subject to possible redemption		174,883,010
Initial classification of warrant liabilities		20,960,000
Deferred underwriting fee payable		7,258,021
Payment of offering costs through promissory note		82,729
Offering costs paid by Sponsor in exchange for issuance of Founder shares		18,394
Offering costs included in accrued offering costs		2,230
Forfeiture of Founder Shares		$ (57)

Description of Organization and Business Operations

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

VPC Impact Acquisition Holdings (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $200,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4.

On September 29, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 1, 2020. As such, on October 1, 2020, the Company consummated the sale of an additional 737,202 Units, at $10.00 per Unit, and the sale of an additional 147,440 Private Placement Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $7,519,460.

Transaction costs charged to equity amounted to $11,906,606, consisting of $4,147,440 of underwriting fees, $7,258,021 of deferred underwriting fees and $501,145 of other offering costs.

Following the closing of the Initial Public Offering on September 25, 2020 and the partial exercise of the underwriter’s over-allotment on October 1, 2020, an amount of $207,372,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under

Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The

per-share

amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until September 25, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $1.0 million in its operating bank accounts and working capital deficit of approximately $1.9 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on September 25, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company has one subsidiary, Pylon Merger Company LLC, a direct wholly owned subsidiary of the Company formed in Delaware on December 18, 2020.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

Transaction costs charged to equity amounted to $11,906,606, consisting of $4,147,440 of underwriting fees, $7,258,021 of deferred underwriting fees and $501,145 of other offering costs. In addition, at September 25, 2020 cash of $1,205,178 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Rule 2a-7

per-share

amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a

per-share

) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

Trust Account.

Liquidity and Capital Resources

As of December 31, 2020, the Company had approximately $1.2 million in its operating bank accounts and working capital of approximately $0.5 million.

), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on September 25, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note

). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

Restatement of Previously Issued Financial Statements

5 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [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 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 common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

On April 12, 2021, the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. Following the SEC Staff Statement, 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, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common 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, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, 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.


Balance Sheet as of September 25, 2020 (audited)	As Reported			Restatement			As Restated

Warrant Liabilities	$	—		$	20,960,000		$	20,960,000
Total Liabilities		7,002,230			20,960,000			27,962,230
Class A ordinary shares subject to possible redemption		189,517,240			(20,960,000	)		168,557,240
Class A ordinary shares		105			209			314
Additional paid-in capital	$	5,005,991		$	2,914,781		$	7,920,772
Accumulated deficit	$	(6,606	)	$	(2,914,990	)	$	(2,921,596	)
Total Shareholders’ Equity	$	5,000,008		$	—		$	5,000,008
Number of shares subject to possible redemption		18,951,724			(2,096,000	)		16,855,724

Balance Sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	21,060,000		$	21,060,000
Total Liabilities		7,002,230			21,060,000			28,062,230
Class A ordinary shares subject to possible redemption		189,506,470			(21,060,000	)		168,446,470
Class A ordinary shares		105			211			316
Additional paid-in capital	$	5,016,761		$	3,014,779		$	8,031,540
Accumulated deficit		(17,379	)		(3,014,990	)		(3,032,369	)
Total Shareholders’ Equity	$	5,000,005		$	—		$	5,000,005
Number of shares subject to possible redemption		18,950,647			(2,106,000	)		16,844,647

Balance Sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	22,513,065		$	22,513,065
Total Liabilities		8,153,666			22,513,065			30,666,731
Class A ordinary shares subject to possible redemption		195,635,180			(22,513,070	)		173,122,110
Class A ordinary shares		118			225			343
Additional paid-in capital	$	6,002,037		$	3,858,301		$	9,860,338
Accumulated deficit	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Total Shareholders’ Equity	$	5,000,004		$	5		$	5,000,009
Number of shares subject to possible redemption		19,563,518			(2,251,306	)		17,312,211


Statement of Operations for the period from July 31, 2020 (Inception) through September 30, 2020 (unaudited)	As Reported			Restatement			As Restated

Transaction costs allocable to warrant liabilities	$	—		$	(754,990	)	$	(754,990	)
Change in fair value of warrant liabilities		—			(2,260,000	)		(2,260,000	)
Net loss	$	(17,379	)	$	(3,014,990	)	$	(3,032,369	)
Basic and diluted net loss per share, Class B	$	0.00		$	(0.58	)	$	(0.58	)

Statement of Operations for the period from July 31, 2020 (Inception) through December 31, 2020 (audited)
Transaction costs allocable to warrant liabilities	$	—		$	(768,391	)	$	(768,391	)
Change in fair value of warrant liabilities		—			(3,090,130	)		(3,090,130	)
Net loss	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Basic and diluted net (loss) per ordinary share, Class B	$	(0.19	)	$	(0.75	)	$	(0.94	)

Statement of Cash Flows for the period from July 31, 2020 (inception) through September 30, 2020 (audited)	As Reported			Restatement			As Restated
Net loss	$	(17,379	)	$	(3,014,990	)	$	(3,032,369	)
Transaction costs allocable to warrant liabilities	$	—		$	(754,990	)	$	(754,990	)
Change in fair value of warrant liabilities		—			(2,260,000	)		(2,260,000	)
Initial classification of Class A Ordinary Shares subject to possible redemption		189,517,240			(20,960,000	)		168,557,240
Change in value of Class A Ordinary Shares subject to possible redemption		(10,770	)		(100,000	)		(110,770	)
Initial classification of warrant liability	$	—		$	20,960,000		$	20,960,000

Statement of Cash Flows for the period from July 31, 2020 (inception) through December 31, 2020 (audited)	As Reported			Restatement			As Restated
Net loss	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Transaction costs allocable to warrant liabilities	$	—		$	(768,391	)	$	(768,391	)
Change in fair value of warrant liabilities		—			(3,090,130	)		(3,090,130	)
Initial classification of Class A Ordinary Shares subject to possible redemption		196,631,240			(21,748,230	)		174,883,010
Change in value of Class A Ordinary Shares subject to possible redemption		(996,060	)		(764,840	)		(1,760,900	)
Initial classification of warrant liability	$	—		$	20,960,000		$	20,960,000

Summary of Significant Accounting Policies

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K/A

as filed with the SEC on May 21, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Investments held in Trust Account

The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes Option Pricing Model (see Note 9).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606, of which $11,138,216 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $768,391 were expensed to the condensed consolidated statement of operations.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,516,041 shares of Class A ordinary shares in the aggregate.

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of $9,704 for the three months ended March 31, 2021 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of $9,704 by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	9,704
Redeemable Net Earnings	$	9,704
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Basic and diluted earnings per share – Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(33,671,616	)
Redeemable Net Earnings		(9,704	)

Non-Redeemable Net Loss	$	(33,681,320	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares	$	(6.50	)

As of March 31, 2021, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s ordinary shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed consolidated balance sheets, primarily due to their short-term nature, with the exception of the warrant liabilities (see Note 9).

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 2A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020.

Investments held in Trust Account

The Company’s portfolio of investments held in trust is comprised solely of U.S. Treasury money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Ordinary Shares Subject to Possible Redemption

Ordinary shares

subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at

December 31, 2020, 19,563,518 Class A

ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Warrant Liability (Restated)

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the public warrants were initially estimated using the Option Pricing Method with subsequent remeasurements utilizing the trading stock price, whereas the private warrants were estimated using a Black-Scholes Model approach (see Note 9).

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606 were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 10,368,601 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,147,440 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss Per Ordinary Share (Restated)

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of $4,193 for the period from July 31, 2020 (inception) through December 31, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of $4,193 by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from July 31, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,193

Redeemable Net Earnings	$	4,193
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(4,861,190	)
Redeemable Net Earnings	$	(4,193	)

Non-Redeemable Net Loss	$	(4,865,383	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share s
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.94	)

As of December 31, 2020, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s ordinary shareholders.

Concentration of Credit Risk

Corporation coverage limits

of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Fair Value Measurements (Restated)

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments (Restated)

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public offering

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Equity [Abstract]

Initial Public Offering

NOTE 3—INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 737,202 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

NOTE

—INITIAL PUBLIC OFFERING

one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note

Private Placement

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Equity [Abstract]

Private Placement

NOTE 4—PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 1, 2020, the Company sold an additional 147,440 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $147,440. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE

—PRIVATE PLACEMENT

). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Related Party Transactions

NOTE 5—RELATED PARTY TRANSACTIONS

Founder Shares

On August 3, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 5,690,000 Founder Shares. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 565,700 Founder Shares were forfeited and 184,300 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,184,300 Founder Shares outstanding at October 1, 2020.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

Commencing on September 25, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. As of March 31, 2021 and December 31, 2020, $60,000 and $30,000 remained unpaid in the accrued expenses line item on the balance sheets, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

NOTE

—RELATED PARTY TRANSACTIONS

Founder Shares

as-converted

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

Promissory Note—Related Party

On August 3, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $82,729 was repaid at the closing of the Initial Public Offering on September 25, 2020.

Administrative Services Agreement

Commencing on September 25, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space,

utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, $30,000 were earned and remained unpaid in the accrued expenses line item on the

consolidated

balance sheet.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan, and have the means to provide the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to

1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 6—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration rights agreement entered into on September 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,258,021 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Merger Agreement

On January 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a group of investors and strategic partners.

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Proposed Transaction”): (i) at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge (the “Merger”) with and into Bakkt, the separate corporate existence of Merger Sub will cease and Bakkt will be the surviving limited liability company, to be renamed Bakkt Opco Holdings, LLC (“Bakkt Opco”); (ii) immediately prior to the closing of the PIPE Investment and the effective time of the Merger, the Company will be renamed “Bakkt Holdings, Inc.” (referred to hereinafter as “Bakkt Pubco”); and (iii) as a result of the Merger, the aggregate consideration to be received in respect of the Merger by all of the Bakkt interest holders will be an aggregate of 208,200,000 common units of Bakkt Opco (“Bakkt Opco Units”) and 208,200,000 shares of class V common stock of Bakkt PubCo, which will be

non-economic,

voting shares of Bakkt Pubco.

Subscription Agreements

On January 11, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include certain existing equityholders of the Company and Bakkt), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 32,500,000 Bakkt Pubco Class A Shares for an aggregate purchase price equal to $325,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated immediately prior to the closing of the Merger Agreement. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; and (c) December 31, 2021.

NOTE

—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Underwriting Agreement

Shareholders' Equity

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Equity [Abstract]

Shareholders' Equity

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 6,792,152 and 3,424,991 Class A ordinary shares issued and outstanding, excluding 13,945,050 and 17,312,211 Class A ordinary shares subject to possible redemption, respectively.

Class

B Ordinary Shares

—The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of March 31, 2021 and December 31, 2020, there were 5,184,300 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a

one-for-one

basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

NOTE

—SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from

time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares

—The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 3,424,991 Class A ordinary shares issued and outstanding, excluding 17,312,211 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares

2020, there were 5,184,300 Class B ordinary shares issued and outstanding

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a

one-for-one

basis.

Warrants

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Warrants Restated [Abstract]

Warrants

NOTE 8 — WARRANTS

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;

provided

that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company send the notice of redemption of the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9—WARRANTS

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00

. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;

provided

•

if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

non-redeemable,

Fair Value Measurements

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $207,385,917 and $207,376,213 in money market funds which are invested primarily in U.S. Treasury Securities, respectively. Through March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

At March 31, 2021, there were 10,368,601 Public Warrants and 6,147,440 Private Placement Warrants outstanding.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of

held-to-maturity

securities at March 31, 2021 are as follows:


Description	March 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and marketable securities held in Trust Account	$	207,385,917	$	207,385,917	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	30,691,059	$	30,691,059	$	—	$	—

Warrant Liability – Private Placement Warrants	$	23,114,374	$	—	$	—	$	23,114,374

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the condensed consolidated statement of operations.

The Private Placement Warrants were valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.

The following table presents the quantitative information regarding Level 3 fair value measurements:


	March 31, 2021			December 31, 2020
Stock price	$	12.99		$	10.08
Exercise price	$	11.50		$	11.50
Risk-free rate		0.92	%		0.36	%
Volatility		25.0	%		25.0	%
Term (in years)		5.0			5.0
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement
Fair value as of January 1, 2021	$	11,003,918
Change in fair value		12,110,456

Fair value as of March 31, 2021	$	23,114,374

Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021.

NOTE 10—FAIR VALUE MEASUREMENTS


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2020, assets held in the Trust Account were comprised of $207,376,213 in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2020
Assets:
Investments held in Trust Account—U.S. Treasury Securities Money Market Fund		1	$	207,376,213

Liabilities:
Warrant Liability—Public Warrants		1	$	11,509,147
Warrant Liability—Private Placement Warrants		3	$	11,003,918

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on September 25, 2020, the date of the Company’s Initial Public Offering, using an Option Pricing Method for the Public Warrants and a Black-Scholes Model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), and (ii) the sale of Private Placement Warrants, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Option Pricing Method for the Public Warrants were as follows at initial measurement:


Input	September 25, 2020 (Initial Measurement)			September 30, 2020
Risk-free interest rate		0.26	%		0.28	%
Trading days per year		252			252
Expected volatility		24.0	%		24.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.36		$	9.36

The key inputs into the Black-Scholes Model for the Private Placement Warrants were as follows at initial measurement:


Input	September 25, 2020 (Initial Measurement)			September 30, 2020			December 31, 2020

Risk-free interest rate		0.12	%		0.42	%		0.36	%
Trading days per year		252			252			252
Expected volatility		24.0	%		24.0	%		25.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.36		$	9.36		$	10.08

On September 25, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.36 and $1.28 per warrant, respectively, for aggregate values of $8.2 million and $12.8 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $11.0 million and $11.5 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of September 25, 2020	$	—	$	—		$	—
Initial measurement on September 25, 2020 (IPO)		8,160,000		12,800,000			20,960,000
Change in valuation inputs or other assumptions		—		100,000			100,000

Fair value as of September 30, 2020		8,160,000		12,800,000			21,060,000
Measurement on October 1, 2020 (Over-Allotment)		200,518		475,495			676,013
Change in valuation inputs or other assumptions		2,643,400		(1,866,348	)		777,052

Fair value as of December 31, 2020	$	11,003,918	$	11,509,147		$	22,513,065

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $13,275,495 during the period from September 25, 2020 through December 31, 2020.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

NOTE 11—SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, with the exception of the following matters:

Merger Agreement

On January 11, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt”), a transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a group of investors and strategic partners.

non-economic,

voting shares of Bakkt Pubco.

Subscription Agreements

On January 11, 2021, concurrently

ith the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include certain existing equityholders of the Company and Bakkt), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 32,500,000 Bakkt Pubco Class A Shares for an aggregate purchase price equal to $325,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated immediately prior to the closing of the Merger Agreement. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; and (c) December 31, 2021.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K/A

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s consolidated financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed consolidated financial statements for such periods. The restated consolidated financial statements are indicated as “Restated” in the audited consolidated financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

Principles of Consolidation

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020.

Investments held in Trust Account

Class A Ordinary Shares Subject to Possible Redemption

Ordinary shares

December 31, 2020, 19,563,518 Class A

ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Warrant Liability (Restated)

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes Option Pricing Model (see Note 9).

Warrant Liability (Restated)

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,906,606 were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Derivative Warrant Liabilities

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss Per Ordinary Share (Restated)

Net Income (Loss) Per Ordinary Share

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of $9,704 by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	9,704
Redeemable Net Earnings	$	9,704
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Basic and diluted earnings per share – Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(33,671,616	)
Redeemable Net Earnings		(9,704	)

Non-Redeemable Net Loss	$	(33,681,320	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares	$	(6.50	)

As of March 31, 2021, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s ordinary shareholders.

Net Loss Per Ordinary Share (Restated)

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of $4,193 for the period from July 31, 2020 (inception) through December 31, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of $4,193 by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from July 31, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,193

Redeemable Net Earnings	$	4,193
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(4,861,190	)
Redeemable Net Earnings	$	(4,193	)

Non-Redeemable Net Loss	$	(4,865,383	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share s
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.94	)

As of December 31, 2020, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s ordinary shareholders.

Concentration of Credit Risk

Corporation coverage limits

of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Fair Value Measurements (Restated)

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments (Restated)

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Issued Financial Statements (Tables)

5 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

Summary of Restatement of Warrants in Financial Statements


Balance Sheet as of September 25, 2020 (audited)	As Reported			Restatement			As Restated

Warrant Liabilities	$	—		$	20,960,000		$	20,960,000
Total Liabilities		7,002,230			20,960,000			27,962,230
Class A ordinary shares subject to possible redemption		189,517,240			(20,960,000	)		168,557,240
Class A ordinary shares		105			209			314
Additional paid-in capital	$	5,005,991		$	2,914,781		$	7,920,772
Accumulated deficit	$	(6,606	)	$	(2,914,990	)	$	(2,921,596	)
Total Shareholders’ Equity	$	5,000,008		$	—		$	5,000,008
Number of shares subject to possible redemption		18,951,724			(2,096,000	)		16,855,724

Balance Sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	21,060,000		$	21,060,000
Total Liabilities		7,002,230			21,060,000			28,062,230
Class A ordinary shares subject to possible redemption		189,506,470			(21,060,000	)		168,446,470
Class A ordinary shares		105			211			316
Additional paid-in capital	$	5,016,761		$	3,014,779		$	8,031,540
Accumulated deficit		(17,379	)		(3,014,990	)		(3,032,369	)
Total Shareholders’ Equity	$	5,000,005		$	—		$	5,000,005
Number of shares subject to possible redemption		18,950,647			(2,106,000	)		16,844,647

Balance Sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	22,513,065		$	22,513,065
Total Liabilities		8,153,666			22,513,065			30,666,731
Class A ordinary shares subject to possible redemption		195,635,180			(22,513,070	)		173,122,110
Class A ordinary shares		118			225			343
Additional paid-in capital	$	6,002,037		$	3,858,301		$	9,860,338
Accumulated deficit	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Total Shareholders’ Equity	$	5,000,004		$	5		$	5,000,009
Number of shares subject to possible redemption		19,563,518			(2,251,306	)		17,312,211


Statement of Operations for the period from July 31, 2020 (Inception) through September 30, 2020 (unaudited)	As Reported			Restatement			As Restated

Transaction costs allocable to warrant liabilities	$	—		$	(754,990	)	$	(754,990	)
Change in fair value of warrant liabilities		—			(2,260,000	)		(2,260,000	)
Net loss	$	(17,379	)	$	(3,014,990	)	$	(3,032,369	)
Basic and diluted net loss per share, Class B	$	0.00		$	(0.58	)	$	(0.58	)

Statement of Operations for the period from July 31, 2020 (Inception) through December 31, 2020 (audited)
Transaction costs allocable to warrant liabilities	$	—		$	(768,391	)	$	(768,391	)
Change in fair value of warrant liabilities		—			(3,090,130	)		(3,090,130	)
Net loss	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Basic and diluted net (loss) per ordinary share, Class B	$	(0.19	)	$	(0.75	)	$	(0.94	)

Statement of Cash Flows for the period from July 31, 2020 (inception) through September 30, 2020 (audited)	As Reported			Restatement			As Restated
Net loss	$	(17,379	)	$	(3,014,990	)	$	(3,032,369	)
Transaction costs allocable to warrant liabilities	$	—		$	(754,990	)	$	(754,990	)
Change in fair value of warrant liabilities		—			(2,260,000	)		(2,260,000	)
Initial classification of Class A Ordinary Shares subject to possible redemption		189,517,240			(20,960,000	)		168,557,240
Change in value of Class A Ordinary Shares subject to possible redemption		(10,770	)		(100,000	)		(110,770	)
Initial classification of warrant liability	$	—		$	20,960,000		$	20,960,000

Statement of Cash Flows for the period from July 31, 2020 (inception) through December 31, 2020 (audited)	As Reported			Restatement			As Restated
Net loss	$	(1,002,669	)	$	(3,858,521	)	$	(4,861,190	)
Transaction costs allocable to warrant liabilities	$	—		$	(768,391	)	$	(768,391	)
Change in fair value of warrant liabilities		—			(3,090,130	)		(3,090,130	)
Initial classification of Class A Ordinary Shares subject to possible redemption		196,631,240			(21,748,230	)		174,883,010
Change in value of Class A Ordinary Shares subject to possible redemption		(996,060	)		(764,840	)		(1,760,900	)
Initial classification of warrant liability	$	—		$	20,960,000		$	20,960,000

Summary of Significant Accounting Policies (Tables)

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic And Diluted

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	9,704
Redeemable Net Earnings	$	9,704
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Basic and diluted earnings per share – Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(33,671,616	)
Redeemable Net Earnings		(9,704	)

Non-Redeemable Net Loss	$	(33,681,320	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Basic and diluted earnings (loss) per share – Non-Redeemable Class B Ordinary Shares	$	(6.50	)

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from July 31, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,193

Redeemable Net Earnings	$	4,193
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		20,737,202
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(4,861,190	)
Redeemable Net Earnings	$	(4,193	)

Non-Redeemable Net Loss	$	(4,865,383	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share s
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		5,184,300
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.94	)

Fair Value Measurements (Tables)

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Fair Value, Assets Measured on Recurring Basis

held-to-maturity

securities at March 31, 2021 are as follows:


Description	March 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and marketable securities held in Trust Account	$	207,385,917	$	207,385,917	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	30,691,059	$	30,691,059	$	—	$	—

Warrant Liability – Private Placement Warrants	$	23,114,374	$	—	$	—	$	23,114,374


Description	Level		December 31, 2020
Assets:
Investments held in Trust Account—U.S. Treasury Securities Money Market Fund		1	$	207,376,213

Liabilities:
Warrant Liability—Public Warrants		1	$	11,509,147
Warrant Liability—Private Placement Warrants		3	$	11,003,918

Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of September 25, 2020	$	—	$	—		$	—
Initial measurement on September 25, 2020 (IPO)		8,160,000		12,800,000			20,960,000
Change in valuation inputs or other assumptions		—		100,000			100,000

Fair value as of September 30, 2020		8,160,000		12,800,000			21,060,000
Measurement on October 1, 2020 (Over-Allotment)		200,518		475,495			676,013
Change in valuation inputs or other assumptions		2,643,400		(1,866,348	)		777,052

Fair value as of December 31, 2020	$	11,003,918	$	11,509,147		$	22,513,065

Fair Value Measurements Inputs

The following table presents the quantitative information regarding Level 3 fair value measurements:


	March 31, 2021			December 31, 2020
Stock price	$	12.99		$	10.08
Exercise price	$	11.50		$	11.50
Risk-free rate		0.92	%		0.36	%
Volatility		25.0	%		25.0	%
Term (in years)		5.0			5.0
Dividend yield		0.0	%		0.0	%

Fair Value of Derivative Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement
Fair value as of January 1, 2021	$	11,003,918
Change in fair value		12,110,456

Fair value as of March 31, 2021	$	23,114,374

Public Warrants [Member]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Summary Of Quantitative Information Regarding Fair Value Measurements Of Warrants

The key inputs into the Option Pricing Method for the Public Warrants were as follows at initial measurement:


Input	September 25, 2020 (Initial Measurement)			September 30, 2020
Risk-free interest rate		0.26	%		0.28	%
Trading days per year		252			252
Expected volatility		24.0	%		24.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.36		$	9.36

Private Placement Warrants [Member]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Summary Of Quantitative Information Regarding Fair Value Measurements Of Warrants

The key inputs into the Black-Scholes Model for the Private Placement Warrants were as follows at initial measurement:


Input	September 25, 2020 (Initial Measurement)			September 30, 2020			December 31, 2020

Risk-free interest rate		0.12	%		0.42	%		0.36	%
Trading days per year		252			252			252
Expected volatility		24.0	%		24.0	%		25.0	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	9.36		$	9.36		$	10.08

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)				3 Months Ended	5 Months Ended
	Oct. 01, 2020	Sep. 25, 2020	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Jul. 30, 2020
Number of units issued					$ 182,958,309
Proceeds from warrants issued					6,147,440
Stock issued, transaction costs		$ 11,906,606
Underwriting fees		4,147,440
Deferred underwriting fees		7,258,021
Other offering costs		501,145
Cash held		1,205,178		$ 1,001,772	$ 1,177,678	$ 1,177,678
Investments in Trust Account	$ 207,372,020
Percentage Of Assets Held in Trust Account				80.00%	80.00%	80.00%
Percent Of Shares Restricted For Redemption				15.00%	15.00%	15.00%
Minimum Net Tangible Assets Required For Business Combination				$ 5,000,001	$ 5,000,001	$ 5,000,001
Percent of Shares Redeemable				100.00%	100.00%	100.00%
Interest On Dissolution Expenses				$ 100,000	$ 100,000
Working capital				1,900,000	500,000	$ 500,000
Working capital loans outstanding				0	0	0
Stock shares issued during the period value for services rendered					25,000
Sponsor [Member]
Debt instrument face value				300,000	$ 300,000	300,000
Class B [Member] \| Founder Shares [Member]
Stock shares issued during the period value for services rendered			$ 25,000	$ 25,000		$ 25,000
Trust Account member [Member]
Share Price				$ 10.00	$ 10.00	$ 10.00
Minimum [Member]
Equity Method Investment, Ownership Percentage				50.00%	50.00%	50.00%
Share Price				$ 10.00	$ 10.00	$ 10.00
Minimum [Member] \| Trust Account member [Member]
Share Price				$ 10.00	$ 10.00	$ 10.00
IPO [Member]
Number of units issued		20,000,000
Gross proceeds from units issued		$ 200,000,000
Shares issued, price per share		$ 10.00
Private Placement Warrants [Member]
Number of warrants issued		6,000,000
Number of warrants issued, price per share		$ 1.00
Proceeds from warrants issued		$ 6,000,000
Over-Allotment Option [Member]
Number of units issued	$ 737,202
Number of warrants issued	147,440
Number of warrants issued, price per share	$ 1.00
Proceeds from warrants issued	$ 7,519,460
Shares issued, price per share	$ 10.00

Restatement of Previously Issued Financial Statements - Summary of Restatement of Warrants in Financial Statements (Detail) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Sep. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 25, 2020	Jul. 30, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liabilities		$ 53,805,433	$ 22,513,065
Total Liabilities		64,176,959	30,666,731
Class A ordinary shares subject to possible redemption		139,450,500	173,122,110
Additional paid-in capital		43,531,612	9,860,338
Accumulated deficit		(38,532,806)	(4,861,190)
Total Shareholders' Equity		5,000,003	5,000,009		$ 0
Transaction costs allocable to warrant liabilities		(768,391)	(768,391)
Change in fair value of warrant liabilities		(31,292,368)	(3,090,130)
Net loss		(33,671,616)	(4,861,190)
Initial classification of Class A ordinary shares subject to possible redemption			174,883,010
Change in value of Class A ordinary shares subject to possible redemption		(33,671,610)	(1,760,900)
Initial classification of warrant liabilities			20,960,000
As Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liabilities	$ 0		0	$ 0
Total Liabilities	7,002,230		8,153,666	7,002,230
Additional paid-in capital	5,016,761		6,002,037	5,005,991
Accumulated deficit	(17,379)		(1,002,669)	(6,606)
Total Shareholders' Equity	$ 5,000,005		$ 5,000,004	$ 5,000,008
Number of shares subject to possible redemption	18,950,647		19,563,518	18,951,724
Transaction costs allocable to warrant liabilities	$ 0		$ 0
Change in fair value of warrant liabilities	0		0
Net loss	(17,379)		(1,002,669)
Initial classification of Class A ordinary shares subject to possible redemption	189,517,240		196,631,240
Change in value of Class A ordinary shares subject to possible redemption	(10,770)		(996,060)
Initial classification of warrant liabilities			0
Restatement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liabilities	21,060,000		22,513,065	$ 20,960,000
Total Liabilities	21,060,000		22,513,065	20,960,000
Additional paid-in capital	3,014,779		3,858,301	2,914,781
Accumulated deficit	(3,014,990)		(3,858,521)	(2,914,990)
Total Shareholders' Equity	$ 0		$ 5	$ 0
Number of shares subject to possible redemption	(2,106,000)		(2,251,306)	(2,096,000)
Transaction costs allocable to warrant liabilities	$ (754,990)		$ (768,391)
Change in fair value of warrant liabilities	(2,260,000)		(3,090,130)
Net loss	(3,014,990)		(3,858,521)
Initial classification of Class A ordinary shares subject to possible redemption	(20,960,000)		(21,748,230)
Change in value of Class A ordinary shares subject to possible redemption	(100,000)		(764,840)
Initial classification of warrant liabilities	20,960,000		20,960,000
As Restated
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant liabilities	21,060,000		22,513,065	$ 20,960,000
Total Liabilities	28,062,230		30,666,731	27,962,230
Additional paid-in capital	8,031,540		9,860,338	7,920,772
Accumulated deficit	(3,032,369)		(4,861,190)	(2,921,596)
Total Shareholders' Equity	$ 5,000,005		$ 5,000,009	$ 5,000,008
Number of shares subject to possible redemption	16,844,647		17,312,211	16,855,724
Transaction costs allocable to warrant liabilities	$ (754,990)		$ (768,391)
Change in fair value of warrant liabilities	(2,260,000)		(3,090,130)
Net loss	(3,032,369)		(4,861,190)
Initial classification of Class A ordinary shares subject to possible redemption	168,557,240		174,883,010
Change in value of Class A ordinary shares subject to possible redemption	(110,770)		(1,760,900)
Initial classification of warrant liabilities	20,960,000		20,960,000
Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A ordinary shares		$ 679	$ 343
Number of shares subject to possible redemption		13,945,050	17,312,211
Basic and diluted net loss per share		$ 0.00	$ 0
Class A [Member] \| As Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A ordinary shares subject to possible redemption	189,506,470		$ 195,635,180	$ 189,517,240
Class A ordinary shares	105		118	105
Class A [Member] \| Restatement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A ordinary shares subject to possible redemption	(21,060,000)		(22,513,070)	(20,960,000)
Class A ordinary shares	211		225	209
Class A [Member] \| As Restated
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A ordinary shares subject to possible redemption	168,446,470		173,122,110	168,557,240
Class A ordinary shares	$ 316		343	$ 314
Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A ordinary shares		$ 518	518
Net loss		$ (33,671,616)	$ (4,861,190)
Basic and diluted net loss per share		$ (6.50)	$ (0.94)
Class B [Member] \| As Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted net loss per share	$ 0.00		(0.19)
Class B [Member] \| Restatement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted net loss per share	(0.58)		(0.75)
Class B [Member] \| As Restated
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted net loss per share	$ (0.58)		$ (0.94)

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended	5 Months Ended
	Sep. 25, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 01, 2020
Cash equivalents		$ 0	$ 0
Offering costs charged to equity	$ 11,906,606
Transaction costs allocable to warrant liabilities		768,391	768,391
Unrecognized Tax Benefits		0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			0
Interest earned on investments held in Trust Account		9,704	4,193
FDIC Insured Amount		$ 250,000	$ 250,000
Temporary Equity, Shares Authorized		13,945,050	17,312,211
IPO [Member]
Offering costs charged to equity		$ 11,138,216
IPO [Member] \| Public Warrants [Member]
Number of warrants issued			10,368,601
Private Placement [Member] \| Private Placement Warrants [Member]
Number of warrants issued			6,147,440
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		16,516,041	16,516,041
Initial Public Offering and Private Placement [Member] \| Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			16,000,000

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Interest Income	$ 9,704	$ 4,193
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	(33,671,616)	(4,861,190)
Non-Redeemable Net Loss	(2,393,428)	(1,006,862)
Common Class A [Member]
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Interest Income	9,704	4,193
Redeemable Net Earnings	$ 9,704	$ 4,193
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted	20,737,202	20,737,202
Net Income Per Share/Basic and Diluted Redeemable Class A Ordinary Shares	$ 0.00	$ 0
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Redeemable Net Earnings	$ 9,704	$ 4,193
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted	20,737,202	20,737,202
Net Loss Per Share/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$ 0.00	$ 0
Common Class B [Member]
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest [Abstract]
Redeemable Net Earnings	$ (9,704)	$ (4,193)
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted	5,184,300	5,184,300
Net Income Per Share/Basic and Diluted Redeemable Class A Ordinary Shares	$ (6.50)	$ (0.94)
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$ (33,671,616)	$ (4,861,190)
Redeemable Net Earnings	(9,704)	(4,193)
Non-Redeemable Net Loss	$ (33,681,320)	$ (4,865,383)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted	5,184,300	5,184,300
Net Loss Per Share/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$ (6.50)	$ (0.94)

Initial Public offering - Additional Information (Detail) - USD ($)			5 Months Ended
	Oct. 01, 2020	Sep. 25, 2020	Dec. 31, 2020
Disclosure Of Initial Public Offer [Line Items]
Number of units issued			$ 182,958,309
Exercise price of warrants		$ 11.50
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Number Of Securities Called By Each Warrant Or Right	1
Exercise price of warrants	$ 11.50	$ 1.28
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued		$ 20,000,000
Shares issued, price per share		$ 10.00
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 737,202
Shares issued, price per share	$ 10.00

Private Placement - Additional Information (Details) - USD ($)			5 Months Ended
	Oct. 01, 2020	Sep. 25, 2020	Dec. 31, 2020	Mar. 31, 2021
Private Placement [Line Items]
Proceeds from warrants issued			$ 6,147,440
Exercise price of warrants		$ 11.50
Private Placement Warrants [Member]
Private Placement [Line Items]
Proceeds from warrants issued		$ 6,000,000
Private Placement Warrants [Member] \| Private Placement [Member]
Private Placement [Line Items]
Number of warrants issued	147,440	6,000,000
Number of warrants issued, price per share	$ 1.00		$ 1.00	$ 1.00

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended		5 Months Ended
	Oct. 01, 2020	Sep. 25, 2020	Aug. 03, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Stock shares issued during the period value for services rendered						$ 25,000
Share based compensation other than employee stock scheme shares forfeited during the period						565,700
Repayment of related party debt						$ 82,729
Minimum [Member]
Related Party Transaction [Line Items]
Share Price				$ 10.00	$ 10.00	$ 10.00	$ 10.00
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument face value			$ 300,000
Debt instrument maturity date							Dec. 31, 2020
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loan convertible into warrants				$ 0	$ 1,500,000	$ 1,500,000	$ 1,500,000
Debt instrument conversion price				$ 1.00	$ 1.00	$ 1.00	$ 1.00
Working capital loans outstanding				$ 1,500,000	$ 0	$ 0	$ 0
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses				30,000	10,000
Due to officers or stockholders, current				$ 60,000	$ 30,000	$ 30,000	$ 30,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Repayment of related party debt		$ 82,729
Founder Shares [Member] \| Lock In Period One [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares				1 day		1 year
Founder Shares [Member] \| Lock In Period Two [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares				150 days		150 days
Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding				6,792,152	3,424,991	3,424,991	3,424,991
Class A [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding				20.00%	20.00%	20.00%	20.00%
Number of consecutive trading days for determining the share price				20 days		20 days
Number of trading days for determining the share price				30 days		30 days
Class A [Member] \| Founder Shares [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Share Price				$ 12.00	$ 12.00	$ 12.00	$ 12.00
Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding				5,184,300	5,184,300	5,184,300	5,184,300
Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered			5,750,000
Stock shares issued during the period value for services rendered			$ 25,000	$ 25,000			$ 25,000
Common Stock, Shares, Outstanding	5,184,300		5,690,000
Common stock share subject to forfeiture				750,000		750,000
Percentage of common stock shares outstanding				20.00%	20.00%	20.00%	20.00%
Share based compensation other than employee stock scheme shares forfeited during the period	565,700
Common stock shares not subject to forfeiture				184,300	184,300	184,300	184,300
Class B [Member] \| Founder Shares [Member] \| Board Of Directors [Member]
Related Party Transaction [Line Items]
Shares transferred to related party			60,000

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Jan. 11, 2021	Mar. 31, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable		$ 7,258,021	$ 7,258,021
Bakkt Pubco [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000
Underwriting Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share		$ 0.35	$ 0.35
Deferred underwriting fee payable		$ 7,258,021	$ 7,258,021
Class A [Member] \| Subscription Agreement [Member] \| Pipe Investors [Member]
Commitments And Contingencies [Line Items]
Common stock shares subscribed but not yet issued	32,500,000
Common stock shares subscribed value	$ 325,000,000
Common Class V [Member] \| Bakkt Pubco [Member]
Commitments And Contingencies [Line Items]
Business combination, consideration received through shares	208,200,000

Shareholders' Equity - Additional Information (Detail)	3 Months Ended	5 Months Ended
Shareholders' Equity - Additional Information (Detail)	Mar. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Oct. 01, 2020 shares	Aug. 03, 2020 shares
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred Stock par or stated value per share \| $ / shares	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000	200,000,000
Common stock description of voting rights	one vote	one vote
Common Stock, Par Value \| $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	6,792,152	3,424,991
Common Stock, Shares, Outstanding	6,792,152	3,424,991
Temporary equity shares outstanding	13,945,050	17,312,211
Class A [Member] \| Non-US [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock description of voting rights	ten votes per share	ten votes per share
Class A [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common stock description of voting rights	one vote	one vote
Common Stock, Par Value \| $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,184,300	5,184,300
Common Stock, Shares, Outstanding	5,184,300	5,184,300
Common stock shares converion ratio from class of common stock to other		1
Class B [Member] \| Non-US [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock description of voting rights	one vote per share	one vote per share
Class B [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding			5,184,300	5,690,000
Percentage of common stock shares outstanding	20.00%	20.00%

Warrants - Additional Information (Detail) - $ / shares	3 Months Ended	5 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Mar. 29, 2021
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years	5 years
Sale of stock issue price per share	$ 9.20	$ 9.20
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20	$ 9.20
Number of consecutive trading days for determining the share price	10 days	10 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%	60.00%
Event Trigerring The Value Of Warrants [Member] \| Market Value [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%	115.00%
Redemption price of common stock percentage	180.00%	180.00%
Event Trigerring The Value Of Warrants [Member] \| Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%	115.00%
Redemption price of common stock percentage	180.00%	180.00%
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10.00	$ 10.00
Triggering Share Price One [Member] \| Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption trigger price		18.00
Triggering Share Price One [Member] \| Maximum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price		$ 18.00
Number of consecutive trading days for determining the share price		20 days
Number of trading days for determining the share price		30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period		3 days
Triggering Share Price One [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18.00	$ 18.00
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Number of consecutive trading days for determining the share price	20 days	20 days
Number of trading days for determining the share price	30 days	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days	3 days
Triggering Share Price One [Member] \| Minimum [Member] \| Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01	$ 0.01
Triggering Share Price Two [Member] \| Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption trigger price		10.00
Triggering Share Price Two [Member] \| Maximum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18.00
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Triggering Share Price Two [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10.00	$ 10.00
Number of days of notice to be given for the redemption of warrants	30 days	30 days
Number of consecutive trading days for determining the share price	20 days	20 days
Number of trading days for determining the share price	30 days	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days	3 days
Triggering Share Price Two [Member] \| Minimum [Member] \| Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price		$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	1 year	1 year
Warrant Excercise Period Two [Member] \| Triggering Share Price Two [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price			$ 0.10
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days	30 days

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Oct. 01, 2020
Assets, Fair Value Disclosure [Abstract]
Cash and marketable securities held in Trust Account			$ 207,372,020
Fair Value, Recurring [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and marketable securities held in Trust Account	$ 207,385,917
Fair Value, Recurring [Member] \| Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability—Public Warrants	30,691,059
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and marketable securities held in Trust Account	207,385,917
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability—Public Warrants	30,691,059	$ 11,509,147
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability—Private Placement Warrants	23,114,374	11,003,918
US Treasury Securities [Member] \| Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability—Private Placement Warrants	$ 23,114,374
US Treasury Securities [Member] \| Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		$ 207,376,213

Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements Of Warrants (Detail) - $ / shares	Dec. 31, 2020	Sep. 30, 2020	Sep. 25, 2020
Option Pricing Method \| Risk-free interest rate \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate		0.28%	0.26%
Option Pricing Method \| Trading days per year \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading days per year		252 days	252 days
Option Pricing Method \| Expected volatility \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility		24.00%	24.00%
Option Pricing Method \| Exercise price \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price		$ 11.50	$ 11.50
Option Pricing Method \| Stock Price \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock Price		$ 9.36	$ 9.36
Black Scholes Model \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate	0.36%	0.42%
Expected volatility	25.00%	24.00%
Exercise price	$ 11.50	$ 11.50
Stock Price	$ 10.08	$ 9.36
Black Scholes Model \| Risk-free interest rate \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate			0.12%
Black Scholes Model \| Trading days per year \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading days per year	252 days	252 days	252 days
Black Scholes Model \| Expected volatility \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility			24.00%
Black Scholes Model \| Exercise price \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price			$ 11.50
Black Scholes Model \| Stock Price \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock Price			$ 9.36

Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Detail) - Fair Value, Inputs, Level 1 [Member] - USD ($)		3 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance		$ 21,060,000
Change in valuation inputs or other assumptions	100,000	777,052
Fair value, ending balance	21,060,000	22,513,065
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance		12,800,000
Change in valuation inputs or other assumptions	100,000	(1,866,348)
Fair value, ending balance	12,800,000	11,509,147
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance		8,160,000
Change in valuation inputs or other assumptions		2,643,400
Fair value, ending balance	8,160,000	11,003,918
IPO [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement	20,960,000
IPO [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement	12,800,000
IPO [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement	$ 8,160,000
Over-Allotment Option [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement		676,013
Over-Allotment Option [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement		475,495
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement		$ 200,518

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Oct. 01, 2020	Sep. 25, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 207,385,917	$ 207,376,213
Transfer from level one to level two assets	0
Transfer from level two to level one assets	0
Class of warrants, exercise price per share				$ 11.50
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3		13,275,495
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of warrants, exercise price per share				$ 1.36
Warrants outstanding	6,147,440	11,000,000		$ 8,200,000
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of warrants, exercise price per share			$ 11.50	$ 1.28
Warrants outstanding	10,368,601	11,500,000		$ 12,800,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer from level one to level three assets	0
Transfer from level three to level one assets	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer from level one to level three assets	0
Transfer from level three to level one assets	0
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 207,385,917	$ 207,376,213

Fair Value Measurements - Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member]	Mar. 31, 2021 yr	Dec. 31, 2020 yr
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	12.99	10.08
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	11.50	11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	0.92	0.36
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	25.0	25.0
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	5.0	5.0
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements	0.0	0.0

Fair Value Measurements - Fair Value of Derivative Warrant Liabilities (Detail) - Private Placement Warrants [Member] - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021	$ 11,003,918
Change in fair value	12,110,456
Fair value as of March 31, 2021	$ 23,114,374

Subsequent Events - Additional Information (Detail) - USD ($)		5 Months Ended
	Jan. 11, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock		$ 203,224,580
Bakkt Pubco Class A Shares [Member] \| Baktt Opco Units [Member]
Subsequent Event [Line Items]
Stock shares issued during the period new issue shares		20,737,202
Subsequent Event [Member] \| Baktt Opco Units [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Stock shares issued during the period new issue shares	208,200,000
Subsequent Event [Member] \| Bakkt Pubco Class A Shares [Member] \| Subscription Agreement [Member] \| PIPE Investor [Member]
Subsequent Event [Line Items]
Stock shares issued during the period new issue shares	32,500,000
Proceeds from Issuance of Common Stock	$ 325,000,000
Subsequent Event [Member] \| Baktt Pubco Class V Common Stock [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Stock shares issued during the period new issue shares	208,200,000