Cayman Islands
|
N/A
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
250 North Bridge Road
#24-00, Raffles City Tower
|
Singapore 179101
|
N/A
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbols
|
Name of each exchange on which registered
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one- half of one redeemable warrant
|
TINV U
|
New York Stock Exchange
|
Class A ordinary shares, par value $0.0001 per share
|
TINV
|
New York Stock Exchange
|
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
|
TINV WS
|
New York Stock Exchange
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☒
|
5 |
|||
ITEM 1. | 5 | ||
ITEM 1A. |
9
|
||
ITEM IB. |
40
|
||
ITEM 2. |
40
|
||
ITEM 3. |
41
|
||
ITEM 4. |
41
|
||
PART II | 42 |
||
ITEM 5. |
42
|
||
ITEM 6. |
42
|
||
ITEM 7. |
42
|
||
ITEM 7A. |
46
|
||
ITEM 9. |
46
|
||
ITEM 9A. |
46
|
||
ITEM 9B. |
47
|
||
PART III | 48 |
||
ITEM 10. |
48
|
||
ITEM 11. |
56
|
||
ITEM 12. |
56
|
||
ITEM 13. |
57
|
||
ITEM 14. |
58
|
||
PART IV | 60 |
||
ITEM 15. |
60
|
• |
Part I, Item 1A. Risk Factors
|
• |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• |
Part II, Item 8. Financial Statements and Supplementary Data
|
• |
Part II, Item 9A. Controls and Procedures
|
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete our initial business combination;
|
• |
our expectations around the performance of a prospective target business or businesses;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
|
• |
the proceeds of the forward purchase securities being available to us;
|
• |
our potential ability to obtain additional financing to complete our initial business combination;
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases);
|
• |
the ability of our officers and directors to generate a number of potential investment opportunities;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the lack of a market for our securities;
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
• |
the trust account not being subject to claims of third parties; or
|
• |
our financial performance.
|
ITEM 1. |
BUSINESS.
|
ITEM 1A. |
RISK FACTORS.
|
• |
a limited availability of market quotations for our securities;
|
• |
reduced liquidity for our securities;
|
• |
a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level
of trading activity in the secondary trading market for our securities;
|
• |
a limited amount of news and analyst coverage; and
|
• |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
• |
restrictions on the nature of our investments; and
|
• |
restrictions on the issuance of securities,
|
• |
registration as an investment company;
|
• |
adoption of a specific form of corporate structure; and
|
• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
• |
may significantly dilute the equity interest of investors in the Public Offering;
|
• |
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
|
• |
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and directors; and
|
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us
|
• |
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
|
• |
will not result in adjustment of the exercise price of our warrants
|
• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
• |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
|
• |
our inability to pay dividends on our Class A ordinary shares;
|
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
|
• |
solely dependent upon the performance of a single business, property or asset, or
|
• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
• |
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
|
• |
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
• |
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
• |
costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
|
• |
rules and regulations regarding currency redemption;
|
• |
complex corporate withholding taxes on individuals or with respect to payments we make to shareholders, lenders or other stakeholders;
|
• |
laws governing the manner in which future business combinations may be effected;
|
• |
exchange listing and/or delisting requirements;
|
• |
tariffs and trade barriers;
|
• |
regulations related to customs and import/export matters;
|
• |
local or regional economic policies and market conditions;
|
• |
unexpected changes in regulatory requirements;
|
• |
longer payment cycles;
|
• |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
|
• |
currency fluctuations and exchange controls;
|
• |
rates of inflation, price instability and interest rate fluctuations;
|
• |
challenges in collecting accounts receivable;
|
• |
cultural and language differences;
|
• |
employment regulations;
|
• |
underdeveloped or unpredictable legal or regulatory systems;
|
• |
different corporate governance and accounting standards;
|
• |
corruption;
|
• |
protection of intellectual property;
|
• |
privacy laws;
|
• |
natural disasters;
|
• |
social unrest, crime, strikes, riots and civil disturbances;
|
• |
regime changes and political upheaval;
|
• |
terrorist attacks and wars;
|
• |
government appropriation of assets; and
|
• |
deterioration of political relations with the United States.
|
ITEM IB. |
UNRESOLVED STAFF COMMENTS.
|
ITEM 2. |
PROPERTIES.
|
ITEM 3. |
LEGAL PROCEEDINGS.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 6. |
SELECTED FINANCIAL DATA.
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. |
CONTROLS AND PROCEDURES.
|
ITEM 9B. |
OTHER INFORMATION.
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age
|
Position
|
||
G. Raymond Zage, III
|
50
|
Chairman and CEO
|
||
Ashish Gupta
|
45
|
Director and President
|
||
David Ryan
|
50
|
Independent Director
|
||
Carman Wong
|
48
|
Independent Director
|
||
Ben Falloon
|
49
|
Independent Director
|
||
Diana Luo
|
43
|
Chief Financial Officer
|
||
Peter Chambers
|
64
|
Chief Operating Officer
|
• |
meeting with our independent accountants regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
• |
monitoring the independence of the independent registered public accounting firm;
|
• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
• |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
• |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
• |
appointing or replacing the independent registered public accounting firm;
|
• |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public
accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies;
|
• |
monitoring compliance on a quarterly basis with the terms of the Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise
causing compliance with the terms of the Public Offering; and
|
• |
reviewing and approving all payments made to our existing holders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of
directors, with the interested director or directors abstaining from such review and approval.
|
• |
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors’ candidates for nomination for election at the annual general
meeting or to fill vacancies on the board of directors;
|
• |
developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
|
• |
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the Company; and
|
• |
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our chief executive officers based on such evaluation;
|
• |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
• |
reviewing our executive compensation policies and plans;
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
directors should not improperly fetter the exercise of future discretion;
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and
|
• |
duty to exercise independent judgment.
|
Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
G. Raymond Zage, III
|
Tiga Investments Pte. Ltd(1)
|
Holding Company
|
CEO
|
|||
Tiga Acquisition Corp. II
|
Blank Check Company
|
CEO
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
|
CEO
|
||||
Tiga Acquisition Corp. IV
|
Blank Check Company
|
CEO
|
||||
Tiga Acquisition Corp. V
|
Blank Check Company
|
CEO
|
||||
Tiga Sponsor II LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor III LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor IV LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor V LLC
|
Holding Company
|
Manager
|
||||
PT Lippo Karawaci Tbk
|
Real Property
|
Commissioner
|
||||
PT Aplikasia Karya Anak Bangsa
|
Technology
|
Commissioner
|
||||
Whitehaven Coal Limited
|
Resources
|
Director
|
||||
Toshiba Corporation
|
Electronics
|
Director
|
||||
Deposco, Inc.
|
Software
|
Director
|
||||
Cosmose Limited
|
Technology
|
Director
|
||||
DBag Shopping Limited
|
Services
|
Director
|
||||
Farallon Capital Asia (S) Pte Ltd
|
Investment
|
Senior Advisor
|
||||
EDBI Pte Ltd
|
Fund Management
|
Director
|
||||
Ashish Gupta
|
Lawl Pte. Ltd.
|
Investment
|
Director
|
|||
Tiga Acquisition Corp. II
|
Blank Check Company
|
President
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
|
President
|
||||
Tiga Acquisition Corp. IV
|
Blank Check Company
|
President
|
||||
Tiga Acquisition Corp. V
|
Blank Check Company
|
President
|
||||
Tiga Sponsor II LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor III LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor IV LLC
|
Holding Company
|
Manager
|
||||
Tiga Sponsor V LLC
|
Holding Company
|
Manager
|
||||
Agincourt Resources (S) Ltd.
|
Resources
|
Director
|
||||
Farallon Capital Asia (S) Pte Ltd
|
Investment
|
Advisor
|
||||
PT Bukit Makmur Mandiri Utama
|
Mining Services
|
Nominee Commissioner
|
||||
Carman Wong
|
Tiga Acquisition Corp. II
|
Blank Check Company
|
Director
|
|||
Tiga Acquisition Corp. III
|
Blank Check Company
|
Director
|
||||
Tiga Acquisition Corp. IV
|
Blank Check Company
|
Director Nominee
|
||||
Tiga Acquisition Corp. V
|
Blank Check Company
|
Director Nominee
|
||||
Diana Luo
|
Tiga Acquisition Corp. II
|
Blank Check Company
|
CFO
|
|||
Tiga Acquisition Corp. III
|
Blank Check Company
|
CFO
|
||||
Tiga Acquisition Corp. IV
|
Blank Check Company
|
CFO
|
||||
Tiga Acquisition Corp. V
|
Blank Check Company
|
CFO
|
Peter Chambers
|
PT Kredit Pintar
|
FinTech
|
Director
|
|||
PT Bukit Makmur Mandiri Utama
|
Mining Services
|
Nominee Commissioner
|
||||
PT Siloam Hospitals Tbk
|
Healthcare
|
Commissioner
|
||||
PT Lippo Karawaci Tbk
|
Real Estate
|
Advisor / Member of the
Audit Committee
|
||||
Farallon Capital Asia (S) Pte Ltd
|
Investment
|
Advisor
|
||||
PT BBIP
|
Mining Services
|
Director
|
||||
Indo Mining Limited
|
Mining
|
Director
|
||||
PT SRLabs
|
Technology
|
Director
|
||||
Tiga Acquisition Corp. II
|
Blank Check Company
|
COO
|
||||
Tiga Acquisition Corp. III
|
Blank Check Company
|
COO
|
||||
Tiga Acquisition Corp. IV
|
Blank Check Company
|
COO
|
||||
Tiga Acquisition Corp. V
|
Blank Check Company
|
COO
|
(1) |
Includes all portfolio companies of Tiga Investments Pte. Ltd. Mr. Zage and Mr. Gupta also serve as directors of holding companies under Tiga Investments Pte. Ltd.
|
• |
TAC2, a special purpose acquisition company focusing on the technology, internet, consumer, infrastructure, materials and financial services industries that intends to complete its initial public offering in April 2021 and may pursue
initial business combination targets in such industries until two years from the closing of its initial public offering (absent an extension in accordance with its memorandum and articles of association).
|
• |
TAC3, a special purpose acquisition company, which intends to complete its initial public offering in April 2021, and may pursue initial business combination targets in a range of businesses, geographies or industries, and have two
years from the closing of its initial public offering to do so (absent an extension in accordance with its memorandum and articles of association).
|
• |
TAC4, a special purpose acquisition company, which intends to complete its initial public offering in May 2021 and may pursue initial business combination targets in a range of businesses and geographies or industries, and have two
years from the closing of its initial public offering to do so (absent an extension in accordance with its memorandum and articles of association).
|
• |
TAC5, a special purpose acquisition company, which intends to complete its initial public offering in May 2021 and may pursue initial business combination targets in a range of businesses and geographies or industries, and have two
years from the closing of its initial public offering to do so (absent an extension in accordance with its memorandum and articles of association).
|
• |
In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are
affiliated, including TAC2, TAC3, TAC4 and TAC5. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
• |
Our executive officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and
their other businesses. Certain of our executive officers are engaged in several other business endeavors for which such officers may be entitled to substantial compensation, and our executive officers are not obligated to contribute
any specific number of hours per week to our affairs.
|
• |
As of the date of this report, our initial shareholders held an aggregate of 6,900,000 founder shares and 10,280,000 private placement warrants.
|
• |
Our initial shareholders and officers have entered into a letter agreement, and the forward purchaser has entered into the forward purchase agreement, with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares, forward purchase shares and public shares in connection with the completion of our initial business combination. Additionally, our initial shareholders, officers and the forward purchaser have agreed to
waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and forward purchase shares if we fail to complete our initial business combination within the prescribed time frame. If we do
not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless.
|
• |
Certain of our directors and officers will directly or indirectly own founder shares and/ or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination.
|
• |
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a
condition to any agreement with respect to our initial business combination.
|
ITEM 11. |
EXECUTIVE COMPENSATION.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
• |
each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;
|
• |
each of our officers and directors; and
|
• |
all of our officers and directors as a group.
|
Name and Address of Beneficial Owner(1)
|
Number of Shares Beneficially
Owned
|
Percentage of Outstanding
Ordinary Shares
|
Tiga Sponsor LLC(2)(3)
|
6,840,000
|
19.8%
|
G. Raymond Zage, III(2)(3)
|
6,840,000
|
19.8%
|
Ashish Gupta (2)(3)
|
6,840,000
|
19.8%
|
David Ryan
|
20,000
|
*
|
Carman Wong
|
20,000
|
*
|
Ben Falloon
|
20,000
|
*
|
Diana Luo
|
-
|
-
|
Peter Chambers
|
-
|
-
|
Public Sector Pension Investment Board (4)
|
1,500,000
|
4.3%
|
*
|
Less than one percent
|
(1) |
Unless otherwise noted, the business address of each of our shareholders listed is c/o Tiga Acquisition Corp., 250 North Bridge Road, #24-00, Raffles City Tower, Singapore 179101.
|
(2) |
Interests shown consist solely of shares of Class B common stock which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A common stock on the first
business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment.
|
(3) |
Tiga Sponsor LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. The managers of our sponsor, Messrs. Zage and Gupta, by virtue of their shared control over our
sponsor, may be deemed to beneficially own shares held by our sponsor.
|
(4) |
According to a Schedule 13G filed on February 12, 2021, on behalf of Public Sector Pension Investment Board. The business address for this shareholder is 1250 Rene-Levesque West, Suite 1400, Montreal,
Quebec, H3B 5E9 Canada.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
• |
only holders of Founder Shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial business combination;
|
• |
the Founder Shares are subject to certain transfer restrictions;
|
• |
the Founder Shares are entitled to registration rights;
|
• |
our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares,
forward purchase shares and public shares, held by them, as applicable, in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their Founder Shares, forward purchase
shares and public shares, held by them, as applicable in connection with a shareholder vote to approve an amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination by November 27, 2021 or prior to
the applicable Contractual Redemption Date if extended at our Sponsor’s option or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) waive their rights to
liquidating distributions from the trust account with respect to their Founder Shares, and forward purchase shares, as applicable, if we do not complete our initial business combination by November 27, 2021, by the applicable
Contractual Redemption Date, if extended by our sponsor at its option or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we
do not complete our initial business combination within the prescribed time frame); and
|
• |
the Founder Shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant
to certain anti-dilution rights.
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
(1) |
Financial Statements
|
(2) |
Financial Statement Schedule
|
(3) |
Exhibits
|
Page No.
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Financial Statements:
|
|
Balance Sheet as of December 31, 2020 (As Restated)
|
F-2
|
Statement of Operations for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)
|
F-3
|
Statement of Changes in Shareholders’ Equity for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)
|
F-4
|
Statement of Cash Flows for the period from July 27, 2020 (inception) through December 31, 2020 (As Restated)
|
F-5
|
Notes to Financial Statements (As Restated)
|
F-6
|
/s/ WithumSmith+Brown, PC
|
ASSETS
|
||||
Current assets
|
||||
Cash
|
$
|
1,144,776
|
||
Prepaid expenses
|
262,499
|
|||
Total Current Assets
|
1,407,275
|
|||
Cash and marketable securities held in Trust Account
|
278,774,646
|
|||
TOTAL ASSETS
|
$
|
280,181,921
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Accrued expenses
|
$
|
37,067
|
||
Accrued offering costs
|
26,780
|
|||
Total Current Liabilities
|
63,847
|
|||
FPA liability
|
6,757,777
|
|||
Warrant liability
|
39,232,167
|
|||
Deferred underwriting fee payable
|
9,660,000
|
|||
Total Liabilities
|
55,713,791
|
|||
Commitments and Contingencies
|
||||
Class A ordinary shares subject to possible redemption, 21,728,375 shares at approximately $10.10 per share
|
219,468,122
|
|||
Shareholders’ Equity
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
—
|
|||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,871,625 shares issued and outstanding (excluding 21,728,375 shares subject to possible redemption)
|
587
|
|||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding
|
690
|
|||
Additional paid-in capital
|
25,850,154
|
|||
Accumulated deficit
|
(20,851,423
|
)
|
||
Total Shareholders’ Equity
|
5,000,008
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
280,181,921
|
Formation and operating costs
|
$
|
124,923
|
||
Loss from operations
|
(124,923
|
)
|
||
Other income (expense):
|
||||
Change in fair value of Warrants
|
(11,408,319
|
)
|
||
Change in fair value of FPA
|
(3,358,302
|
)
|
||
Loss in connection with issuance of Private Placement Warrants
|
(1,646,600
|
)
|
||
Initial fair value of FPA liability
|
(3,399,475
|
)
|
||
Transaction costs attributable to Warrants
|
(928,450
|
)
|
||
Interest earned on marketable securities held in Trust Account
|
14,646
|
|||
Other expense, net
|
(20,726,500
|
)
|
||
Net Loss
|
$
|
(20,851,423
|
)
|
|
Weighted average shares outstanding of Class A ordinary shares
|
27,600,000
|
|||
Basic and diluted net income per share, Class A
|
$
|
—
|
||
Weighted average shares outstanding of Class B ordinary shares
|
6,199,367
|
|||
Basic and diluted net loss per share, Class B
|
$
|
(3.37
|
)
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid in
|
Retained
|
Total
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balance — July 27, 2020 (inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
—
|
—
|
6,900,000
|
690
|
24,310
|
—
|
25,000
|
|||||||||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts, warrant liabilities and offering costs
|
27,600,000
|
2,760
|
—
|
—
|
245,291,793
|
—
|
245,294,553
|
|||||||||||||||||||||
Ordinary shares subject to possible redemption
|
(21,728,375
|
)
|
(2,173
|
)
|
—
|
—
|
(219,465,949
|
)
|
— |
(219,468,122
|
) | |||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(20,851,423
|
) |
(20,851,423
|
)
|
|||||||||||||||||||
Balance — December 31, 2020
|
5,871,625
|
$
|
587
|
6,900,000
|
$
|
690
|
$
|
25,850,154
|
$
|
(20,851,423
|
)
|
$
|
5,000,008
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(20,851,423
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Other income (expense):
|
||||
Change in fair value of Warrants
|
11,408,319
|
|||
Change in fair value of FPA
|
3,358,302
|
|||
Compensation expense in connection with issuance of Private Placement Warrants
|
1,646,600
|
|||
Initial classification of FPA
|
3,399,475
|
|||
Transaction costs attributable to Warrants
|
928,450
|
|||
Payment of formation costs through issuance of Class B ordinary shares
|
5,000
|
|||
Interest earned on marketable securities held in Trust Account
|
(14,646
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(262,499
|
)
|
||
Accrued expenses
|
37,067
|
|||
Net cash used in operating activities
|
(345,355
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(278,760,000
|
)
|
||
Net cash used in investing activities
|
(278,760,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
270,480,000
|
|||
Proceeds from sale of private placement warrants
|
10,280,000
|
|||
Advances from related party advanced prior to IPO
|
700,000
|
|||
Repayment of advances from related party advanced prior to IPO
|
(700,000
|
)
|
||
Proceeds from promissory note – related party
|
300,000
|
|||
Repayment of promissory note – related party
|
(300,000
|
)
|
||
Payments of offering costs
|
(509,869
|
)
|
||
Net cash provided by financing activities
|
280,250,131
|
|||
Net Change in Cash
|
1,144,776
|
|||
Cash – Beginning
|
—
|
|||
Cash – Ending
|
$
|
1,144,776
|
||
Non-Cash Investing and Financing Activities:
|
||||
Initial classification of ordinary shares subject to possible redemption
|
$
|
234,339,451
|
||
Change in value of ordinary shares subject to possible redemption
|
$
|
(14,871,329
|
)
|
|
Deferred underwriting fee payable
|
$
|
9,660,000
|
||
Offering costs included in accrued offering costs
|
$
|
26,780
|
||
Offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
$
|
20,000
|
As
Previously
Reported |
Adjustments
|
As Restated | ||||||||||
Balance sheet, as of November 27, 2020
|
||||||||||||
Warrants liability
|
$
|
—
|
$
|
27,823,848
|
$
|
27,823,848
|
||||||
FPA liability
|
—
|
3,399,475
|
3,399,475
|
|||||||||
Total liabilities
|
10,067,257
|
31,223,323
|
41,290,580
|
|||||||||
Shares subject to possible redemption
|
265,562,774
|
(31,223,323
|
)
|
234,339,451
|
||||||||
Class A ordinary shares
|
131
|
309
|
440
|
|||||||||
Additional paid-in capital
|
5,004,756
|
5,974,216
|
10,978,972
|
|||||||||
Accumulated deficit
|
$
|
(5,571
|
)
|
$
|
(5,974,525
|
)
|
$
|
(5,980,096
|
)
|
|||
Number of Class A ordinary shares subject to redemption
|
26,293,344
|
(3,091,418
|
)
|
23,201,926
|
||||||||
Balance sheet, as of December 31, 2020
|
||||||||||||
Warrants liability
|
$
|
—
|
$
|
39,232,167
|
$
|
39,232,167
|
||||||
FPA liability
|
—
|
6,757,777
|
6,757,777
|
|||||||||
Total liabilities
|
9,723,847
|
45,989,944
|
55,713,791
|
|||||||||
Shares subject to possible redemption
|
265,458,066
|
(45,989,944
|
)
|
219,468,122
|
||||||||
Class A ordinary shares
|
132
|
455
|
587
|
|||||||||
Additional paid-in capital
|
5,109,463
|
20,740,691
|
25,850,154
|
|||||||||
Accumulated deficit
|
$
|
(110,277
|
)
|
$
|
(20,741,146
|
)
|
$
|
(20,851,423
|
)
|
|||
Number of Class A ordinary shares subject to redemption
|
26,281,596
|
(4,553,221
|
)
|
21,728,375
|
As
Previously
Reported
|
Adjustments
|
As Restated
|
||||||||||
Statement of operations, period from July 27, 2020 (inception) to December 31, 2020
|
||||||||||||
Change in fair value of Warrants
|
$
|
—
|
$
|
(11,408,319
|
)
|
$
|
(11,408,319
|
)
|
||||
Change in fair value of FPA
|
—
|
(3,358,302
|
)
|
(3,358,302
|
)
|
|||||||
Loss in connection with issuance of Private Placement Warrants
|
—
|
(1,646,600
|
)
|
(1,646,600
|
)
|
|||||||
Initial fair value of FPA liability
|
—
|
(3,399,475
|
)
|
(3,399,475
|
)
|
|||||||
Transaction costs attributable to Warrants
|
—
|
(928,450
|
)
|
(928,450
|
)
|
|||||||
Net loss
|
(110,277
|
)
|
(20,741,146
|
)
|
(20,851,423
|
)
|
||||||
Basic and diluted net loss per share, Class B
|
$
|
(0.02
|
)
|
$
|
(3.35
|
)
|
$
|
(3.37
|
)
|
|||
Statement of cash flows, period from July 27, 2020 (inception) to December 31, 2020
|
||||||||||||
Net loss
|
$
|
(110,277
|
)
|
$
|
(20,741,146
|
)
|
$
|
(20,851,423
|
)
|
|||
Change in fair value of Warrants
|
—
|
11,408,319
|
11,408,319
|
|||||||||
Change in fair value of FPA
|
—
|
3,358,302
|
3,358,302
|
|||||||||
Loss in connection with issuance of Private Placement Warrants
|
—
|
1,646,600
|
1,646,600
|
|||||||||
Initial fair value of FPA
|
—
|
3,399,475
|
3,399,475
|
|||||||||
Transaction costs attributable to Warrants
|
—
|
928,450
|
928,450
|
|||||||||
Net cash used in operating activities
|
(345,355
|
)
|
—
|
(345,355
|
)
|
|||||||
Initial classification of ordinary shares subject to possible redemption
|
265,562,774
|
(31,223,323
|
)
|
234,339,451
|
||||||||
Change in value of ordinary shares subject to possible redemption
|
$
|
(104,708
|
)
|
$
|
(14,766,621
|
)
|
$
|
(14,871,329
|
)
|
|
For the Period from
July 27, 2020
(inception) Through
December 31, 2020 (As Restated)
|
|||
Class A Ordinary Shares
|
|
|||
Numerator: Earnings allocable to Class A Ordinary Shares
|
|
|||
Interest Income
|
$
|
14,646
|
||
Net Earnings
|
$
|
14,646
|
||
Denominator: Weighted Average Class A Ordinary Shares
|
|
|||
Class A Ordinary Shares, Basic and Diluted
|
27,600,000
|
|||
Earnings/Basic and Diluted Class A Ordinary Shares
|
$
|
—
|
||
Class B Ordinary Shares
|
|
|||
Numerator: Net Income Loss minus Net Earnings
|
|
|||
Net Loss
|
$
|
(20,851,423
|
)
|
|
Net Earnings allocable to Class A Ordinary Shares
|
$
|
(14,646
|
)
|
|
Net Loss
|
$
|
(20,866,069
|
)
|
|
Denominator: Weighted Average Class B Ordinary Shares
|
|
|||
Class B Ordinary Shares, Basic and Diluted
|
6,199,367
|
|||
Loss/Basic and Diluted Class B Ordinary Shares
|
$
|
(3.37
|
)
|
• |
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 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.
|
• |
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 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 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.
|
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.
|
As of December 31, 2020
|
Level
|
Amortized
Cost
|
Gross
Holding
Loss
|
Fair Value
|
|||||||||||||
Asset:
Held-to-Maturity
|
U.S. Treasury Securities (Mature on 2/25/2021)
|
1
|
$
|
278,773,543
|
$
|
(1,423
|
)
|
$
|
278,772,120
|
||||||||
Liabilities:
|
Warrant liability: public warrants
|
3
|
$
|
22,364,221
|
|||||||||||||
Warrant liability: initial private placement warrants
|
3
|
16,867,946
|
|||||||||||||||
FPA liability committed
|
3
|
2,947,167
|
|||||||||||||||
FPA liability optional |
3
|
3,810,610
|
|||||||||||||||
Total liabilities |
$
|
45,989,944
|
As of
November 27, 2020
|
As of
31 December, 2020
|
|||||||
Public Warrants
|
||||||||
Implied stock price
|
$
|
9.59
|
$
|
9.77
|
||||
Pre-initial business combination volatility
|
10.0
|
%
|
10.0
|
%
|
||||
Implied post-initial business combination volatility
|
20.0
|
%
|
25.0
|
%
|
||||
Expected life of the options to convert
|
6 years
|
5.95 years
|
||||||
Risk free rate
|
0.49
|
%
|
0.50
|
%
|
||||
Dividend yield
|
0
|
%
|
0
|
%
|
||||
Private Placement Warrants
|
||||||||
Implied stock price
|
$
|
9.59
|
$
|
9.77
|
||||
Volatility
|
18.33
|
%
|
22.59
|
%
|
||||
Expected life of the options to convert
|
6 years
|
5.95 years
|
||||||
Risk free rate
|
0.49
|
%
|
0.50
|
%
|
||||
Dividend yield
|
0
|
%
|
0
|
%
|
||||
Forward Purchase Agreement-committed
|
||||||||
Implied stock price
|
$
|
9.59
|
$
|
9.77
|
||||
Time to maturity
|
1 year
|
0.95 year
|
||||||
Risk Free rate
|
0.11
|
%
|
0.10
|
%
|
||||
Forward Purchase Agreement-optional
|
||||||||
Implied stock price
|
$
|
9.59
|
$
|
9.77
|
||||
Volatility
|
10
|
%
|
10
|
%
|
||||
Time to maturity
|
1 year
|
0.95 year
|
||||||
Risk Free rate
|
0.11
|
%
|
0.10
|
%
|
Private
Placement
|
Public
|
Total
Warrant
Liability
|
||||||||||
Fair value as of July 27, 2020 (inception)
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Initial measurement on November 27, 2020
|
11,926,600
|
15,897,248
|
27,823,848
|
|||||||||
Change in fair value
|
4,941,346
|
6,466,973
|
11,408,319
|
|||||||||
Fair value as of December 31, 2020
|
$
|
16,867,946
|
$
|
22,364,221
|
$
|
39,232,167
|
Committed
FPA
|
Optional
FPA
|
Total FPA
Liability
|
||||||||||
Fair value as of July 27, 2020 (inception)
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Initial measurement on November 27, 2020
|
904,970
|
2,494,505
|
3,399,475
|
|||||||||
Change in fair value
|
2,042,197
|
1,316,105
|
3,358,302
|
|||||||||
Fair value as of December 31, 2020
|
$
|
2,947,167
|
$
|
3,810,610
|
$
|
6,757,777
|
Exhibit
Number
|
Description
|
Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4, 2020).
|
|
Specimen Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4, 2020).
|
|
Specimen Warrant Certificate (Included in exhibit 4.4).
|
|
Warrant Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of November 23. 2020 (Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
001-39714), filed with the SEC on November 30, 2020).
|
|
Description of Securities
|
|
Letter Agreements among Tiga Acquisition Corp. and Tiga Sponsor LLC and Tiga Acquisition Corp. and its officers and directors, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s
Current Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Investment Management Trust Agreement between Tiga Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s Current
Report on Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Registration Rights Agreement among Tiga Acquisition Corp., Tiga Sponsor LLC and the holders signatory thereto, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on
Form 8-K (File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Private Placement Warrants Purchase Agreement between Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K
(File No. 001-39714), filed with the SEC on November 30, 2020).
|
|
Administrative Services Agreement by and among Tiga Acquisition Corp. and Tiga Sponsor LLC, dated as of November 23, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
001-39714), filed with the SEC on November 30, 2020).
|
|
Form of Indemnity Agreement (Incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form S-l (File No. 333-249853), filed with the SEC on November 4, 2020).
|
|
Promissory Note, dated as of July 27, 2020 by Tiga Acquisition Corp. in favor of Tiga Sponsor LLC, in the amount of $300,000 (Incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form S-l (File No.
333-249853), filed with the SEC on November 4, 2020).
|
Securities Subscription Agreement by and among Tiga Acquisition Corp. and Tiga Sponsor LLC, dated July 27, 2020 (Incorporated by reference to exhibit 10.7 to the Company’s Registration Statement on Form S-l (File No. 333-249853),
filed with the SEC on November 4, 2020).
|
|
Power of Attorney (included on signature pages herein).
|
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF XBRL
|
Taxonomy Extension Definition Linkbase Document
|
101.LAB XBRL
|
Taxonomy Extension Label Linkbase Document
|
101.PRE XBRL
|
Taxonomy Extension Presentation Linkbase Document
|
June 22, 2021
|
|||
|
TIGA ACQUISITION CORP.
|
||
By:
|
/s/ George Raymond Zage III
|
||
Name:
|
George Raymond Zage III
|
||
Title:
|
Chairman and CEO
|
Name
|
Title
|
Date
|
/s/ George Raymond Zage III |
Chairman, Director and CEO
|
June 22, 2021 |
George Raymond Zage III
|
||
/s/ Ashish Gupta
|
President and Director
|
June 22, 2021 |
Ashish Gupta
|
||
/s/ Diana Luo
|
Chief Financial Officer | June 22, 2021 |
Diana Luo
|
||
/s/ David Ryan |
Director
|
June 22, 2021 |
David Ryan
|
||
/s/ Carman Wong |
Director
|
June 22, 2021
|
Carman Wong
|
||
/s/ Ben Falloon
|
Director
|
June 22, 2021
|
Ben Falloon
|
• |
the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of the shares
of each member;
|
• |
whether voting rights are attached to the share in issue;
|
• |
the date on which the name of any person was entered on the register as a member; and
|
• |
the date on which any person ceased to be a member.
|
(i) |
Public Shareholders’ Warrants and Forward Purchase Warrants
|
(ii) |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the
warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like).
|
(iii) |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
|
• |
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 determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);
|
• |
if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be
concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
|
|
Fair Market Value of Class A Ordinary Shares
|
|||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
|
|
≤$10.00
|
|
|
$11.00
|
|
|
$12.00
|
|
|
$13.00
|
|
|
$14.00
|
|
|
$15.00
|
|
|
$16.00
|
|
|
$17.00
|
|
|
$18.00≥
|
60 months
|
|
|
0.261
|
|
|
0.281
|
|
|
0.297
|
|
|
0.311
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
57 months
|
|
|
0.257
|
|
|
0.277
|
|
|
0.294
|
|
|
0.310
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
54 months
|
|
|
0.252
|
|
|
0.272
|
|
|
0.291
|
|
|
0.307
|
|
|
0.322
|
|
|
0.335
|
|
|
0.347
|
|
|
0.357
|
|
|
0.361
|
51 months
|
|
|
0.246
|
|
|
0.268
|
|
|
0.287
|
|
|
0.304
|
|
|
0.320
|
|
|
0.333
|
|
|
0.346
|
|
|
0.357
|
|
|
0.361
|
48 months
|
|
|
0.241
|
|
|
0.263
|
|
|
0.283
|
|
|
0.301
|
|
|
0.317
|
|
|
0.332
|
|
|
0.344
|
|
|
0.356
|
|
|
0.361
|
45 months
|
|
|
0.235
|
|
|
0.258
|
|
|
0.279
|
|
|
0.298
|
|
|
0.315
|
|
|
0.330
|
|
|
0.343
|
|
|
0.356
|
|
|
0.361
|
42 months
|
|
|
0.228
|
|
|
0.252
|
|
|
0.274
|
|
|
0.294
|
|
|
0.312
|
|
|
0.328
|
|
|
0.342
|
|
|
0.355
|
|
|
0.361
|
39 months
|
|
|
0.221
|
|
|
0.246
|
|
|
0.269
|
|
|
0.290
|
|
|
0.309
|
|
|
0.325
|
|
|
0.340
|
|
|
0.354
|
|
|
0.361
|
36 months
|
|
|
0.213
|
|
|
0.239
|
|
|
0.263
|
|
|
0.285
|
|
|
0.305
|
|
|
0.323
|
|
|
0.339
|
|
|
0.353
|
|
|
0.361
|
33 months
|
|
|
0.205
|
|
|
0.232
|
|
|
0.257
|
|
|
0.280
|
|
|
0.301
|
|
|
0.320
|
|
|
0.337
|
|
|
0.352
|
|
|
0.361
|
30 months
|
|
|
0.196
|
|
|
0.224
|
|
|
0.250
|
|
|
0.274
|
|
|
0.297
|
|
|
0.316
|
|
|
0.335
|
|
|
0.351
|
|
|
0.361
|
27 months
|
|
|
0.185
|
|
|
0.214
|
|
|
0.242
|
|
|
0.268
|
|
|
0.291
|
|
|
0.313
|
|
|
0.332
|
|
|
0.350
|
|
|
0.361
|
24 months
|
|
|
0.173
|
|
|
0.204
|
|
|
0.233
|
|
|
0.260
|
|
|
0.285
|
|
|
0.308
|
|
|
0.329
|
|
|
0.348
|
|
|
0.361
|
21 months
|
|
|
0.161
|
|
|
0.193
|
|
|
0.223
|
|
|
0.252
|
|
|
0.279
|
|
|
0.304
|
|
|
0.326
|
|
|
0.347
|
|
|
0.361
|
18 months
|
|
|
0.146
|
|
|
0.179
|
|
|
0.211
|
|
|
0.242
|
|
|
0.271
|
|
|
0.298
|
|
|
0.322
|
|
|
0.345
|
|
|
0.361
|
15 months
|
|
|
0.130
|
|
|
0.164
|
|
|
0.197
|
|
|
0.230
|
|
|
0.262
|
|
|
0.291
|
|
|
0.317
|
|
|
0.342
|
|
|
0.361
|
12 months
|
|
|
0.111
|
|
|
0.146
|
|
|
0.181
|
|
|
0.216
|
|
|
0.250
|
|
|
0.282
|
|
|
0.312
|
|
|
0.339
|
|
|
0.361
|
9 months
|
|
|
0.090
|
|
|
0.125
|
|
|
0.162
|
|
|
0.199
|
|
|
0.237
|
|
|
0.272
|
|
|
0.305
|
|
|
0.336
|
|
|
0.361
|
6 months
|
|
|
0.065
|
|
|
0.099
|
|
|
0.137
|
|
|
0.178
|
|
|
0.219
|
|
|
0.259
|
|
|
0.296
|
|
|
0.331
|
|
|
0.361
|
3 months
|
|
|
0.034
|
|
|
0.065
|
|
|
0.104
|
|
|
0.150
|
|
|
0.197
|
|
|
0.243
|
|
|
0.286
|
|
|
0.326
|
|
|
0.361
|
0 months
|
|
|
-
|
|
|
-
|
|
|
0.042
|
|
|
0.115
|
|
|
0.179
|
|
|
0.233
|
|
|
0.281
|
|
|
0.323
|
|
|
0.361
|
(iv) |
Private Placement Warrants
|
• |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
|
• |
the shareholders have been fairly represented at the meeting in question;
|
• |
the arrangement is such as a businessman would reasonably approve; and
|
• |
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”
|
• |
a company is acting, or proposing to act, illegally or beyond the scope of its authority;
|
• |
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
|
• |
those who control the Company are perpetrating a “fraud on the minority.”
|
• |
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
|
• |
an exempted company’s register of members is not open to inspection;
|
• |
an exempted company does not have to hold an annual general meeting;
|
• |
an exempted company may issue shares with no par value;
|
• |
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
• |
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
• |
an exempted company may register as a limited duration company; and
|
• |
an exempted company may register as a segregated portfolio company.
|
• |
If we have not completed an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor’s option or during any Extension Period, our initial
shareholders and officers have agreed we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of
interest to pay dissolution expenses and net of taxes payable), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
|
• |
Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our
initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination;
|
• |
Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the
event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm that such a business
combination is fair to our company from a financial point of view;
|
• |
If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
• |
Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of
deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
|
• |
Our sponsor may extend the period of time to consummate a business combination up to three times, each by an additional 6 months (for a total of up to 24 months to complete a business combination), subject to
the sponsor purchasing an additional 2,760,000 private placement warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into the trust account on or prior to the date of the applicable deadline, for each 6 month extension. Our
shareholders will not be entitled to vote or redeem their shares in connection with any such extension.
|
• |
If our shareholders approve an amendment to our memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor’s option or during any Extension Period,
we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval 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 funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of the
then outstanding public shares, subject to the limitations described herein; and
|
• |
We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
|
• |
where this is necessary for the performance of our rights and obligations under any purchase agreements;
|
• |
where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
|
• |
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
|
(i) |
Rule 144
|
• |
1% of the total number of ordinary shares then outstanding, which will equal 345,000 shares as of the date hereof; or
|
• |
the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file
such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
1. |
I have reviewed this Annual Report on Form 10-K of Tiga Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 22, 2021
|
By:
|
/s/ George Raymond Zage III
|
George Raymond Zage III
|
||
Chairman, Director and Chief Executive Officer
(Principal Executive Officer)
|
1. |
I have reviewed this Annual Report on Form 10-K of Tiga Acquisition Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 22, 2021
|
By:
|
/s/ Diana Luo
|
Diana Luo
|
||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 22, 2021
|
By:
|
/s/ George Raymond Zage III
|
George Raymond Zage III
|
||
Chairman, Director and Chief Executive Officer (Principal Executive Officer)
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 22, 2021
|
By:
|
/s/ Diana Luo
|
Diana Luo
|
||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
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Dec. 31, 2020 |
Mar. 29, 2021 |
Jun. 30, 2020 |
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Entity Listings [Line Items] | |||
Entity Central Index Key | 0001820144 | ||
Entity Registrant Name | Tiga Acquisition Corp. | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Tiga Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 30, 2021, or the Original Filing, to restate (i) our financial statements as of December 31, 2020 and (ii) our financial data as of December 31, 2020 included in this Amendment, including describing the restatement and its impact on previously reported amounts. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants and the forward purchase agreement under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants and the forward purchase agreement do not meet the criteria to be classified in stockholders’ equity. As a result, the Company should have classified the warrants and the forward purchase agreement as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants and the forward purchase agreement 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 prior accounting for the warrants and the forward purchase agreement as components of equity instead of as liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, Country | SG | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) |
Nov. 27, 2020
shares
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Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 27,600,000 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
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Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Tiga Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 27, 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target 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 will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 5. Transaction costs amounted to $15,736,649, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs. Following the closing of the Initial Public Offering on November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial 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 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 Initial 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 amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income 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 anticipated to be $10.10 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 7). 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 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 the Founder Shares (as defined in Note 6) 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 up until November 27, 2021 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by November 27, 2021, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants, such extended deadline, the “Contractual Redemption Date.” The shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable deadline, must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6 month extension (see Note 10). 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 us to pay our 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 7) 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. 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 (1) $10.20 per Public Share or (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 $10.20 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. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 27, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. However, if the Company anticipates that it may not be able to consummate a Business Combination by November 27, 2021, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, for an additional six months. If both extensions are exercised, the Company will have until November 27, 2022 to complete a Business Combination. In connection with each extension, the Sponsor must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds therefrom must be deposited into the trust account. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 27, 2021 (see Note 10). |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
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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 (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and its Forward Purchase Agreement (the “FPA” and as defined in Note 7) as components of equity instead of as liabilities. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the Warrants and FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity and concluded that they do not meet the criteria to be classified in stockholders’ equity. As a result, the Company should have classified the Warrants and FPA as liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and FPA 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. Transaction costs allocated to the Warrants amounted to $928,450. The Company’s accounting for the Warrants and FPA as components of equity instead of as liabilities did not have any effect on the Company’s previously reported net cash flows from operating, investing or financing activities. The following table reflects the impact of the restatement on the Company’s balance sheets, statement of operations and statement of cash flow as of the dates and for the periods indicated below:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — 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. 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 independent registered public accounting firm 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 statement 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 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 income 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrants and FPA 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 December 31, 2020. Warrant and Forward Purchase Agreement Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of the Initial Public Offering and December 31, 2020, the fair value of the Public Warrants (as defined below) is estimated using a Monte Carlo simulation and the fair value of the Private Placement Warrants (as defined below) is estimated using a Black-Sholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities. 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 (if any) 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 Class A 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, 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. 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 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. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 24,080,000 shares of Class A common stock in the calculation of diluted income (loss) per share, 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 Company’s statements of operations include 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, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. 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, 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:
Note: 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 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 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:
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 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 issuance 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 In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING |
12 Months Ended |
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Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,00 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 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” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT |
12 Months Ended |
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Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Initial 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 Initial 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 |
12 Months Ended |
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Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In July 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”). On November 23, 2020 the Sponsor transferred 20,000 Founder Shares to each of the three independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate of up to 900,000 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. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 Founder Shares were no longer subject to forfeiture. 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 dividends, rights issuances, 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 Support Agreement Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for overhead expenses and related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 27, 2020 (inception) to December 31, 2020, the Company incurred and paid $10,000 of such fees. Advances from Related Party On September 2, 2020, the Sponsor advanced the Company $700,000 to be used for working capital purposes. Such advances were non-interest bearing and due on demand. The outstanding balance of $700,000 was repaid at the closing of the Initial Public Offering on November 27, 2020. Promissory Note — Related Party On July 27, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on November 27, 2020. 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 $2,000,000 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 |
12 Months Ended |
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Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — 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, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and 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) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares) will be entitled to registration rights. 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 $9,660,000 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. Forward Purchase Agreement The Company entered into a FPA with the Sponsor which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants (the “forward purchase warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination (the “Committed FPA”). Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of a Business Combination (the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants will have the same terms as the Public Warrants. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. |
SHAREHOLDERS' EQUITY |
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SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | NOTE 8 — 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 5,871,625 shares of Class A common stock issued and outstanding, excluding 21,728,375 shares of Class A common stock subject to possible redemption. 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. At December 31, 2020, there were 6,900,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election 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. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of 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 completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), 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 or any of their respective affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. 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) 12 months 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 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination 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 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. In addition, 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, but will use its commercially reasonable 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):
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:
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 its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [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:
The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $1,103 in cash and $278,773,543 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 and liabilities 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. The gross holding loss and fair value of held-to-maturity securities at December 31, 2020 is also presented:
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. For the period from July 27, 2020 (inception) through December 31, 2020, there were no changes between levels. The Warrants and FPA are accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations. Initial Measurement The Company established the initial fair value for the Warrants and FPA on November 27, 2020, the date of the Company’s Initial Public Offering. The Public Warrants are valued using a Monte Carlo simulation model and the Private Placement Warrants are valued using a Black-Scholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The estimated fair values of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, and the FPA units are determined using unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:
The implied stock price is calculated iteratively by subtracting public warrant value from observed unit price until convergence. Volatility assumptions are based on volatilities from comparable publicly traded SPAC’s and implied volatilities from comparable publicly traded warrants. Time to maturity for the warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the expected time to exercise. The risk-free rate is based on US Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero. The following table presents the changes in the fair value of the Warrants and FPA liabilities:
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SUBSEQUENT EVENTS |
12 Months Ended |
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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 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 financial statements. On May 18, 2021, the Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain Private Placement Warrants in connection therewith. On May 20, 2021, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, the Company issued and sold to the Sponsor 2,760,000 Private Placement Warrants (the “Extension Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). With this extension, the Company will have until November 27, 2021 to consummate a Business Combination. The total amount of outstanding Private Placement Warrants is 13,040,000 and the total deposits into the Trust Account have been $281,520,000 ($10.20 per public share). |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Basis of Presentation | 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. |
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Use of Estimates | 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 income 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrants and FPA 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. |
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Cash and Cash Equivalents | 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 December 31, 2020. |
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Warrant and Forward Purchase Agreement Liabilities | Warrant and Forward Purchase Agreement Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of the Initial Public Offering and December 31, 2020, the fair value of the Public Warrants (as defined below) is estimated using a Monte Carlo simulation and the fair value of the Private Placement Warrants (as defined below) is estimated using a Black-Sholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. |
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Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities. |
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Class A Ordinary Shares Subject to Possible Redemption | 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 (if any) 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 Class A 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, 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. |
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Income Taxes | 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 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. |
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Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 24,080,000 shares of Class A common stock in the calculation of diluted income (loss) per share, 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 Company’s statements of operations include 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, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. 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, 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:
Note: 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. |
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Concentration of Credit Risk | 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. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments 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:
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. |
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Derivative Financial Instruments | Derivative Financial Instruments 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 issuance 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. |
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Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) |
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | The following table reflects the impact of the restatement on the Company’s balance sheets, statement of operations and statement of cash flow as of the dates and for the periods indicated below:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:
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FAIR VALUE MEASUREMENTS (Tables) |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Holding Loss and Fair Value of Held-to-Maturity Securities | The gross holding loss and fair value of held-to-maturity securities at December 31, 2020 is also presented:
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Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:
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Changes in Fair Value of Warrants and FPA Liabilities | The following table presents the changes in the fair value of the Warrants and FPA liabilities:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) |
5 Months Ended |
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Dec. 31, 2020
USD ($)
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Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
Income Taxes [Abstract] | |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Ordinary Share (Details) |
5 Months Ended |
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Dec. 31, 2020
USD ($)
$ / shares
shares
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Numerator: [Abstract] | |
Interest income | $ 14,646 |
Net Loss | $ (20,851,423) |
Class A Ordinary Shares [Member] | |
Net Loss Per Ordinary share [Abstract] | |
Antidilutive securities excluded from computation of loss per share (in shares) | shares | 24,080,000 |
Numerator: [Abstract] | |
Interest income | $ 14,646 |
Net Earnings | $ 14,646 |
Denominator: [Abstract] | |
Weighted average shares, basic and diluted (in shares) | shares | 27,600,000 |
Basic and diluted net earnings/loss per share (in dollars per share) | $ / shares | $ 0 |
Class B Ordinary Shares [Member] | |
Numerator: [Abstract] | |
Net Loss | $ (20,851,423) |
Net Earnings | (14,646) |
Net Loss | $ (20,866,069) |
Denominator: [Abstract] | |
Weighted average shares, basic and diluted (in shares) | shares | 6,199,367 |
Basic and diluted net earnings/loss per share (in dollars per share) | $ / shares | $ (3.37) |
PRIVATE PLACEMENT (Details) - USD ($) |
5 Months Ended | |
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Nov. 27, 2020 |
Dec. 31, 2020 |
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Private Placement Warrants [Abstract] | ||
Gross proceeds to be received from issuance of warrants | $ 10,280,000 | |
Private Placement Warrant [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 10,280,000 | |
Share price (in dollars per share) | $ 1.00 | |
Gross proceeds to be received from issuance of warrants | $ 10,280,000 | |
Class A Ordinary Shares [Member] | Private Placement Warrant [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities to be called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 |
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