40-F/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/a

(Amendment No. 1)

[Check one]

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

Commission File Number 001-40016

BESPOKE CAPITAL ACQUISITION CORP.

(Exact name of Registrant as specified in its charter) 

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

6770

(Primary Standard Industrial Classification Code Number (if applicable))

N/A

(I.R.S. Employer Identification Number (if applicable))

3rd Floor

115 Park Street

London, W1K 7AP

United Kingdom

Telephone: + 44 (0) 20 7016 8050

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

1015 15th Street N.W.

Washington, D.C. 20005

Telephone: (202) 572-3133

(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Restricted Voting Shares, no par value	BSPE	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

x Annual information form x Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

36,000,000 Class A Restricted Voting Shares outstanding as of December 31, 2020

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes ¨ No  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.  

x Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨  

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨  

Explanatory Note

Bespoke Capital Acquisition Corp. (the "Registrant") is filing this Amendment No. 1 to Form 40-F (the "Form 40-F/A") for the year ended December 31, 2020 to furnish Exhibit 101 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language ("XBRL"). In accordance with the policy of the Securities and Exchange Commission (the "SEC") stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on March 15, 2020.

No other changes have been made to the Form 40-F other than the furnishing of the exhibit described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F. 

2

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

	BESPOKE CAPITAL ACQUISITION CORP.
	By:	/s/ Mark Harms
	Name:  Mark Harms
	Title:    Chief Executive Officer
Date: March 31, 2021

3

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Annual Information Form for the fiscal year ended December 31, 2020
99.2*	Management’s Discussion and Analysis for the fiscal year ended December 31, 2020
99.3*	Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2020
99.4*	Consent of RSM US LLP, Independent Registered Public Accounting Firm
99.5*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.7*	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*Previously filed.

4

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2020 shares
Document and Entity Information
Document Type	40-F/A
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Bespoke Capital Acquisition Corp
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding	36,000,000
Entity Central Index Key	0001834045
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

BALANCE SHEET - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 2,114,670	$ 4,182,004
Prepaid income taxes	493,996
Prepaid expenses	151,409	141,647
Total Current Assets	2,760,075	4,323,651
Investments held in Trust Account	364,043,313	362,255,356
Total Assets	366,803,388	366,579,007
Current
Accounts payable and accrued liabilities	751,891	176,738
Due to related party		35,737
Income taxes payable		193,963
Total Current Liabilities	751,891	406,438
Deferred underwriters' commission	13,500,000	13,500,000
Total Liabilities	14,251,891	13,906,438
Commitments and Contingencies
Class A Restricted Voting Shares, 36,000,000 shares subject to redemption	363,312,252	361,646,410
Stockholders' Equity (Deficiency)
Accumulated deficit	(10,785,755)	(8,998,841)
Total stockholders' deficiency	(10,760,755)	(8,973,841)
Total liabilities and stockholders' deficiency	366,803,388	366,579,007
Class B stock
Stockholders' Equity (Deficiency)
Common stock	$ 25,000	$ 25,000

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BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jul. 31, 2019
Class A Restricted
Shares subject to possible redemption	36,000,000	36,000,000	36,000,000	36,000,000
Common stock, shares issued	0	0	0	0
Common stock, shares outstanding	0
Class B stock
Common stock, par value	$ 0.00
Common stock, shares issued	9,000,000
Common stock, shares outstanding	9,000,000	9,000,000	9,000,000	9,000,000

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STATEMENTS OF OPERATIONS - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
General and administrative	$ 1,036,785	$ 2,597,010
(Loss) from operations	(1,036,785)	(2,597,010)
Other income:
Investment income	2,255,356	2,281,976
(Loss) income before income tax (benefit) expense	1,218,571	(315,034)
Income tax (benefit) expense	193,963	(193,962)
Net (loss) income	$ 1,024,608	$ (121,072)
Class A Restricted
Other income:
Basic and diluted net income per share	$ 0.42	$ 0.05
Weighted average number of common stock shares outstanding	28,107,345	36,000,000
Class B stock
Other income:
Basic and diluted net income per share	$ (1.50)	$ (0.20)
Weighted average number of common stock shares outstanding	7,241,879	9,000,000

XML

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($)	Class A Restricted Common Stock	Class B stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jul. 08, 2019	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jul. 08, 2019	0	0
Increase (decrease) in stock holders equity
Issuance of Class B Shares to Sponsor upon organization		$ 10			10
Issuance of Class B Shares to Sponsor upon organization (in shares)		1
Issuance of Class B Shares		$ 24,990			24,990
Issuance of Class B Shares (in shares)		10,062,499
Issuance of Class A Restricted Voting Units in initial public offering, net of underwriting costs			329,622,961		329,622,961
Issuance of Class A Restricted Voting Units in initial public offering, net of underwriting costs (in shares)	35,000,000
Issuance of Class A Restricted Voting Units in over-allotment option			10,000,000		10,000,000
Issuance of Class A Restricted Voting Units in over-allotment option (in shares)	1,000,000
Issuance of warrants			12,000,000		12,000,000
Initial shares subject to possible redemption and dividend accretion			(351,622,961)	(8,377,039)	(360,000,000)
Initial shares subject to possible redemption and dividend accretion (in shares)	(36,000,000)
Forfeiture of Class B Shares		(1,062,500)
Change in value of common stock subject to possible redemption				(1,646,410)	(1,646,410)
Net loss				1,024,608	1,024,608
Balance at the end at Dec. 31, 2019	$ 0	$ 25,000	0	(8,998,841)	(8,973,841)
Balance at the end (in shares) at Dec. 31, 2019	0	9,000,000
Increase (decrease) in stock holders equity
Change in value of common stock subject to possible redemption				(1,665,842)	(1,665,842)
Net loss				(121,072)	(121,072)
Balance at the end at Dec. 31, 2020	$ 0	$ 25,000	$ 0	$ (10,785,755)	$ (10,760,755)
Balance at the end (in shares) at Dec. 31, 2020	0	9,000,000

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STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ 1,024,608	$ (121,072)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Investment income earned on Trust Account	(2,255,356)	(2,281,976)
Changes in operating assets and liabilities:
Prepaid expenses	(141,647)	(9,762)
Prepaid income taxes		(493,996)
Accounts payable and accrued expenses	176,738	575,154
Income taxes payable	193,963	(193,963)
Due to related party, net	35,737	(35,737)
Net cash used in operating activities	(965,957)	(2,561,352)
Cash Flows from Investing Activities:
Principal deposits in Trust Account	(360,000,000)
Interest released from Trust Account		494,019
Net cash provided by (used in) investing activities	(360,000,000)	494,019
Cash Flows from Financing Activities:
Proceeds from issuance of Class A Restricted Voting Units, net of offering costs	353,122,961
Proceeds from issuance of Class B Shares	25,000
Proceeds from issuance of Founders' Warrants	12,000,000
Net cash provided by financing activities	365,147,961
Net (decrease) increase in cash	4,182,004	(2,067,333)
Cash, beginning of period		4,182,004
Cash, end of period	4,182,004	2,114,671
Non-cash investing and financing activities
Deferred underwriters' commission	13,500,000
Reclassification of Class A Restricted Voting Shares subject to redemption	360,000,000
Change in value of Cass A Restricted Voting Shares subject to redemption	$ 1,646,410	$ 1,665,842

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Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2020

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1—Description of Organization and Business Operations

Bespoke Capital Acquisition Corp. (the “Corporation”) was incorporated on July 8, 2019 under the Business Corporations Act (British Columbia), and is domiciled in Canada. The Corporation is a special purpose acquisition corporation which was formed for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination (a “Business Combination”). The Corporation intends to identify and execute on a Business Combination to acquire several complementary companies as part of its Business Combination to form a leading vertically integrated international company, within a specified 18 month period, from August 15, 2019 (the “Closing Date”) (or 21 months from the Closing Date if the Corporation has executed a definitive agreement for a Business Combination within 18 months from the Closing Date but has not completed a Business Combination within such 18‑month period) (the “Permitted Timeline”) (also see Note 10). The Corporation intends to focus its target business search in the cannabis industry; however, the Corporation is not limited to a particular industry or geographic region for the purposes of completing a Business Combination.

As of December 31, 2020, the Corporation had not commenced operations. All activity for the period from July 8, 2019 (inception) through December 31, 2020 relates to the Corporation’s formation, its initial public offering described below, and the pursuit of a Business Combination. The Corporation will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Corporation generates non-operating income in the form of interest income on cash and restricted investments from the proceeds derived from its initial public offering.

The Corporation’s sponsor is Bespoke Sponsor Capital LP (the “Sponsor”). The Sponsor is indirectly controlled by Bespoke Capital Partners, LLC, a private equity firm founded by certain of the Corporation’s directors.

On August 15, 2019, the Corporation completed its initial public offering (the “Offering”) of 35,000,000 Class A Restricted Voting Units at $10.00 per Class A Restricted Voting Unit (Note 3). Each Class A Restricted Voting Unit is comprised of a Class A Restricted Voting Share (a “Class A Restricted Voting Share”) and one-half of a share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Class A Restricted Voting Share for a purchase price of $11.50, commencing sixty-five (65) days after the completion of a Business Combination and will expire on the day that is five years after the Closing Date of a Business Combination or earlier.

Transaction costs totaled $20,377,039, consisting of $19,800,000 of underwriting fees (of which $13,500,000 was deferred), legal, accounting, and other professional fees totaling $331,492, and reimbursed expenditures incurred by the Sponsor totaling $245,547. Deferred underwriting fees includes $11,700,000 which is due upon the closing of a Business Combination, and $1,800,000 which is due subsequent to the closing of a Business Combination, at the Corporation’s discretion.

Concurrent with the Closing Date, the Corporation issued 12,000,000 Warrants (the “Founder’s Warrants”) to the Sponsor at an offering price of $1.00 per Founder’s Warrants for aggregate proceeds of $12,000,000.

Following the closing of the Offering, an amount of $350,000,000 from the proceeds of the sale of the Class A Restricted Voting Units in the Offering was placed in trust with TSX Trust Corporation, as “Escrow Agent”, in an escrow account (the “Escrow Account” and “Trust Account”) at a Canadian chartered bank, in accordance with the escrow agreement.

Note 1—Description of Organization and Business Operations (Continued)

The proceeds may be 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Corporation meeting the conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Corporation.

The Class A Restricted Voting Units commenced trading on August 15, 2019 on the Toronto Stock Exchange (the “Exchange”) under the symbol “BC.V”. and separated into Class A Restricted Voting Shares and the Warrants on September 24th, 2019, under the symbols “BC.U” and “BC.WT.U”, respectively. The Class B Shares (as defined below) will not be registered prior to a Business Combination. Prior to any Business Combination, the Class A Restricted Voting Shares may only be redeemed upon certain events. Class A Restricted Voting Shares are redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.

On September 13, 2019, the underwriters notified the Corporation of their partial exercise of the over-allotment option (the “Over-Allotment Option”) and purchased an additional 1,000,000 Class A Restricted Voting Units, at a price of $10.00 per unit. As a result of the exercise of the Over-Allotment Option, an aggregate of 36,000,000 Class A Restricted Voting Units were issued. Following the closing of the Over-Allotment Option, an additional $10,000,000 was placed in the Trust Account, resulting in $360,000,000 held in the Trust Account.

The Corporation issued 10,062,500 shares of Class B stock to the Sponsor at a price of $0.0029 per share for aggregate proceeds of $25,000. Upon the partial exercise of the Over-Allotment Option, the Sponsor relinquished 1,062,500 of such shares. At December 31, 2020 and 2019, the Sponsor owns 9,000,000 Class B Shares (also referred to as “Founder’s Shares”) representing a 100% interest in the Class B Shares (approximately 20% of the total Class A Restricted Voting Shares and Class B Shares).

Holders of the Founders Shares and Founders Warrants have no access to the Trust Account prior to or following the Closing Date of a Business Combination in respect of such securities. If the Corporation fails to complete a Business Combination within the Permitted Timeline or seeks an extension to the Permitted Timeline, the Sponsor will be entitled to redeem any Class A Restricted Voting Shares it is holding as a result of any purchases pursuant to or following the Offering.

The escrowed funds will enable the Corporation to: (i) satisfy redemptions made by holders of Class A Restricted Voting Shares (including in the event of a Business Combination or an extension to the Permitted Timeline, or in the event a Business Combination does not occur within the Permitted Timeline); (ii) fund the Business Combination with the net proceeds following payment of any such redemptions and deferred underwriting commission; and/or (iii) pay taxes on amounts earned on the escrowed funds and certain permitted expenses. These escrowed funds may also be used to pay the: (i) the Underwriters the portion of the Deferred Underwriting Commission provided in the Underwriting Agreement in an amount equal to $11,700,000; and (ii) the Discretionary Deferred Portion in an amount equal to $1,800,000, to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement, upon completion of a Business Combination. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Business Combination, in accordance with the terms of the Underwriting Agreement.

Note 1—Description of Organization and Business Operations (Continued)

In connection with the Closing Date of a Business Combination within the Permitted Timeline, holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares for an amount per share, payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Share) of: (A) the escrowed funds available in the escrow account at the time immediately prior to the redemption deposit deadline, including interest and other amounts earned thereon; less (B) an amount equal to the total of: (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account; and (ii) actual and expected expenses directly related to the redemption, each as reasonably determined by the Corporation, subject to certain limitations.

If the Corporation is unable to consummate a Business Combination within the Permitted Timeline the Corporation will be required to redeem each of the outstanding Class A Restricted Voting Shares, for an amount per share, payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Share) of: (A) the escrowed funds available in the escrow account, including any interest and other amounts earned thereon; less (B) an amount equal to the total of: (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account; (ii) any taxes of the Corporation arising in connection with the redemption of the Class A Restricted Voting Shares; and (iii) up to a maximum of $50,000 of interest and other amounts earned from the proceeds in the escrow account to pay actual and expected “Winding-Up” expenses and certain other related costs, each as reasonably determined by the Corporation. The Underwriters will have no right to the deferred underwriting commission held in the escrow account in such circumstances.

The Permitted Timeline, however, may be extended to up to 36 months with shareholder approval of only the holders of Class A Restricted Voting Shares, by ordinary resolution, with approval by the Corporation’s board of directors. If such approvals are obtained, holders of Class A Restricted Voting Shares, irrespective of whether such holders voted for or against, or did not vote on, the extension of the Permitted Timeline, would be permitted to deposit all or a portion of their shares for redemption prior to the second business day before the shareholders’ meeting in respect of the extension. Upon the requisite approval of the extension of the Permitted Timeline, and subject to applicable law, the Corporation will be required to redeem such Class A Restricted Voting Shares so deposited at an amount per share, payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Share) of: (A) the escrowed funds available in the escrow account at the time of the meeting in respect of the extension, including any interest and other amounts earned thereon; less (B) an amount equal to the total of: (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account; (ii) any taxes of the Corporation arising in connection with the redemption of the Class A Restricted Voting Shares; and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by the Corporation. Such amount will not be reduced by the deferred underwriting commission per Class A Restricted Voting Share held in the escrow account.

Consummation of a Business Combination will require approval by a majority of the Corporation’s directors, acceptance by the Toronto Stock Exchange and, where required under applicable law, shareholder approval. If the Corporation is unable to consummate a Business Combination within the permitted timeline, the Corporation will be required to redeem each of the outstanding Class A Restricted Voting Shares for an amount per share as outlined above.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity 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 Corporation

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 Corporation 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 Corporation, 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 Corporation’s financial statement with another public Corporation that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

As of December 31, 2020, the Corporation held operating cash totaling $2,114,670 which is available to fund its ongoing working capital requirements. The Corporation anticipates generating negative cash flows from operating activities until a Business Combination has been completed. Thereafter, cashflow will depend on the nature and success of a Business Combination. The expenses relating to ongoing operating activities include professional fees, general and administration expenses, and costs associated with identifying and negotiating a Business Combination.

Currently, the Corporation does not expect to raise additional funds to meet its operating expenditures until the consummation of a Business Combination. Management expects, but it cannot be assured, that the Corporation will have sufficient funds outside of the Trust Account to operate the business.

To the extent that the Corporation requires additional funding for general ongoing expenses or in connection with a Business Combination, the Corporation may seek funding by way of unsecured loans from our Sponsor or its affiliates, which loans must be on reasonable commercial terms. The lender under the loans would not have recourse against the funds held in the Trust Account, and thus the loans will not reduce the value thereof. Such loans will collectively be subject to a maximum aggregate principal amount equal to 10% of the Trust Account. Such loans may be repayable in cash or be convertible into shares and/or Warrants, however no such repayment or conversion shall occur prior to the closing of a Business Combination. The Corporation will not obtain any other form of debt financing except: (i) in the ordinary course for short term trade, accounts payable and general ongoing expenses; or (ii) contemporaneous with, or after, the completion of a Business Combination. Otherwise, the Corporation may seek to raise additional funds through a rights offering in respect of shares available to its shareholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the Trust Account.

Note 2—Summary of Significant Accounting Policies (Continued)

Management has determined that if the Corporation is unable to consummate a Business Combination within the Permitted Timeline, the mandatory liquidation and subsequent dissolution of the Corporation would raise substantial doubt about the Corporation’s ability to continue as a going concern. On February 4, 2021, the Corporation announced that it entered into a transaction agreement (“Transaction Agreement”). The execution of the Transaction Agreement resulted in the automatic extension of the Corporation’s Permitted Timeline in which to close a qualifying transaction to May 15, 2021. While there is no guarantee that the Business Combination will be completed, management believes the completion of this Business Combination within the Permitted Timeline addresses this uncertainty. Accordingly, adjustments that would be necessary should the Corporation be required to liquidate after May 15, 2021 have not been made to the carrying amounts of assets or liabilities in these financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Corporation’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 expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Corporation to concentrations of credit risk consist of a cash account held at financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Corporation has not experienced losses on these accounts and management believes the Corporation is not exposed to significant risks on such accounts. The Corporation’s marketable securities portfolio consists of U.S. Treasury Bills with an original maturity of 180 days or less.

Marketable Securities

The Corporation’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a‑7 of the Investment Company Act, as determined by the Corporation, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is recognized as gains or losses in the accompanying Statements of Operations. The estimated fair values of financial instruments are determined using available market information.

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.

Note 2—Summary of Significant Accounting Policies (Continued)

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to evaluation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and the lowest priority to unobservable inputs. The Corporation uses the following three levels of inputs to measure fair value measurements:

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

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

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

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

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020 and for period from July 8 (inception) to December 31, 2019.

At December 31, 2020 and 2019, the carrying amount of the Corporation’s cash, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term nature. The Corporation’s portfolio of marketable securities is comprised of an investment in U.S. Treasury Bills with an original maturity of 180 days or less. Fair values for trading securities are determined using quoted market prices.

Class A Restricted Voting Shares Subject to Possible Redemption

Class A Restricted Voting Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Restricted Voting Shares (including Class A Restricted Voting 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 Corporation’s control) are classified as temporary equity. At all other times, Class A Restricted Voting Shares are classified as shareholders’ equity. The Corporation’s Class A Restricted Voting Shares feature certain redemption rights that are considered to be outside of the Corporation’s control and subject to occurrence of uncertain future events. Accordingly, Class A Restricted Voting Shares subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Corporation’s balance sheets. Changes in redemption value are recorded in the period in which such change occurs.

Note 2—Summary of Significant Accounting Policies (Continued)

The Class A Restricted Voting Shares may be considered restricted securities within the meaning of such term under securities laws. Prior to the completion of a Business Combination, holders of the Class A Restricted Voting Shares would not be entitled to vote at (or receive notice of or meeting materials in connection with) meetings held only to consider the election and/or removal of directors and auditors. The holders of the Class A Restricted Voting Shares would, however, be entitled to vote on and receive notice of meetings on all other matters requiring shareholder approval (including the proposed Qualifying Acquisition, if required under applicable law, and any proposed extension to the Permitted Timeline) other than the election and/or removal of directors and auditors prior to Closing Date of a Business Combination. In lieu of holding an annual meeting prior to the Closing Date of a Business Combination, the Corporation is required to provide an annual update on the status of identifying and securing a Business Combination by way of a press release.

The Corporation is authorized to issue an unlimited number of no-par value Class A Restricted Voting Shares prior to the Closing of a Business Combination.

Offering Costs Associated with Initial Public Offering

Offering costs (also “Transaction Costs”) consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering. Such costs were charged to additional paid-in-capital upon the completion of the Offering.

Income Taxes

The Corporation is subject to federal, provincial, and territorial taxes of Canada. The Corporation follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. The Corporation recognizes the tax benefit from an uncertain tax position only if it is more-likely-than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred income tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Corporation will generate taxable income in future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing laws in each applicable jurisdiction. Future taxable income is also significantly dependent upon the Corporation completing a Business Combination, the underlying structure of a Business Combination, and the resulting nature of operations. To the extent that future cash flows and/or the probability, structure and timing, and the nature of operations of a future Business Combination differ significantly from estimates made, the ability of the Corporation to realize a deferred income tax asset could be materially impacted.

Note 2—Summary of Significant Accounting Policies (Continued)

The Corporation recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits at both December 31, 2020 and December 31, 2019. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2020 and for the period from July 8, 2019 (inception) to December 31, 2019. The Corporation is currently not aware of any issues under review that could result in significant payments, accruals or material impacts to its position.

The Corporation is subject to income tax examinations by major taxing authorities. These potential examinations may include questioning the timing and amount of deductions and compliance with federal, provincial, and territorial tax laws. The Corporation’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share

The Corporation’s statement of operations includes a presentation of income per share for shares subject to redemption in a manner similar to the two-class method of income per share.

Net income (loss) per share, basic and diluted for Class A Restricted Voting Shares is calculated by dividing the investment income earned on the Trust Account less applicable income taxes, by the weighted average number of shares of Class A Restricted Voting Shares outstanding for the period presented. Net income (loss) per Class B share is computed by dividing the net earnings or loss attributable to shareholders by the weighted average number of shares outstanding during the period, excluding Class A Restricted Voting Shares subject to redemption. Diluted earnings or loss per share, where applicable, is calculated by adjusting the weighted average number of shares outstanding for dilutive instruments by applying the treasury stock method. At December 31, 2020 and December 31, 2019, the Corporation had outstanding warrants to purchase 30,000,000 shares of common stock. These shares were excluded from the calculation of diluted net income (loss) per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented.

The Corporation’s net income is adjusted for the portion of income that is attributable to Class A Restricted Voting Shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Corporation.

Note 2—Summary of Significant Accounting Policies (Continued)

Accordingly, basic, and diluted income per share is calculated as follows:

			Period from
			July 8, 2019
		Year ended	(inception) to
	December 31, 2020		December 31, 2019
Net (loss) income	$	(121,072)	$	1,024,608
Less: Income attributable to Class A Restricted Voting Shares(1)		(1,665,842)		(11,883,910)
Adjusted net loss attributable to Class B common stock	$	(1,786,914)	$	(10,859,302)
Basic and diluted net income per Class A Restricted Voting Share	$	0.05	$	0.42
Weighted average number of Class A Restricted Voting Shares outstanding  (basic and diluted)		36,000,000		28,107,345
Basic and diluted net loss per Class B share	$	(0.20)	$	(1.50)
Weighted average number of Class B shares outstanding (basic and diluted)		9,000,000		7,241,879

(1) Amounts includes interest earned on the Trust Account, less applicable income taxes. For the period from July 8, 2019 (inception) to December 31, 2019, amount also includes accretion of a dividend related to the allocation of the fair value of warrants on Class A Restricted Voting Units of $10,237,500.

New Accounting Pronouncements

In November 2016, the FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. The Corporation adopted this standard effective July 8, 2019.

Recent Accounting Pronouncements

The Corporation’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Corporation’s financial statements.

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Initial Public Offering

12 Months Ended

Dec. 31, 2020

Initial Public Offering

Initial Public Offering

Note 3—Initial Public Offering

On August 15, 2019, the Corporation completed its Offering of 35,000,000 Class A Restricted Voting Units at $10.00 per Class A Restricted Voting Unit. On September 13, 2019, the underwriters partially exercised their Over-Allotment Option to purchase an additional 1,000,000 Class A Restricted Voting Units, at a price of $10.00 per unit. As a result of the exercise of the Over-Allotment Option, an aggregate of 36,000,000 Class A Restricted Voting Units were issued.

Each Class A Restricted Voting Unit is comprised of a Class A Restricted Voting Share and one-half of a share purchase Warrant. Each whole Warrant entitles the holder to purchase one Class A Restricted Voting Share for a purchase price of $11.50, commencing sixty-five (65) days after the completion of the Business Combination and will expire on the day that is five years after the closing date of the Business Combination, or earlier. Upon the completion of a Business Combination, Class A Restricted Voting Shares will be converted into common shares, and Warrants exercised will purchase common shares. Warrants are classified as stockholders’ equity in the Corporation’s balance sheet.

Note 3—Initial Public Offering (Continued)

The Corporation may accelerate the expiry date of the outstanding Warrants (excluding the Founders’ Warrants but only to the extent still held by our Sponsor at the date of public announcement of such acceleration and not transferred prior to the accelerated expiry date, due to the anticipated knowledge by our Sponsor of material undisclosed information which could limit their dealings in such securities) by providing 30 days’ notice, if and only if, the Closing Date price of the Common Shares equals or exceeds $18.00 per Common Share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations and the like) for any 20 trading days within a 30‑trading day period. The exercise price and number of shares issuable on exercise of the Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger, or consolidation. The Warrants will not, however, be adjusted for issuances of shares at a price below their respective exercise prices.

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Private Placement

12 Months Ended

Dec. 31, 2020

Private Placement

Private Placement

Note 4—Private Placement

Concurrent with the Closing Date, the Corporation issued 12,000,000 Warrants (the “Founder’s Warrants”) to the Sponsor at an offering price of $1.00 per Founder’s Warrants for aggregate proceeds of $12,000,000.

Each whole Warrant entitles the holder thereof to purchase one Class A Restricted Voting Share at an exercise price of $11.50, subject to anti-dilution adjustments. Warrants will become exercisable commencing 65 days after the completion of a Business Combination. If the Corporation does not complete a Business Combination, withing the Permitted Timeline, Warrants expire worthless.

At December 31, 2020 and December 31, 2019, the Corporation had 12,000,000 Founders’ Warrants issued and outstanding to the Sponsor. Founders’ Warrants are classified as stockholders’ equity in the Corporation’s balance sheet.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity

Stockholders' Equity

Note 5—Stockholders’ Equity

Class B Shares/Founders Shares

The Corporation is authorized to issue an unlimited number of no-par value Class B shares. Class B Shares, also referred to as Founder’s Shares, issued to the Founders representing a 100% interest in the Class B Shares and approximately 20% of the total Class A Restricted Voting Shares and Class B Shares. The Sponsor has agreed pursuant to an Exchange Agreement and Undertaking not to transfer any of its Founder’s Shares or Founder’s Warrants until after the Closing Date of a Business Combination, in each case other than transfers required due to the structuring of a Business Combination or unless otherwise permitted by the Exchange.

The holders of the Class B Shares are entitled to vote on and receive notice of meetings on all matters requiring shareholder approval, other than the extension to the Permitted Timeline.

The Corporation issued 10,062,500 shares of Class B stock to the Sponsor at a price of $0.00248 per share for aggregate proceeds of $25,000. Upon the partial exercise of the Over-Allotment Option, the Sponsor relinquished 1,062,500 of such shares. At December 31, 2020 and December 31, 2019, the Sponsor owns 9,000,000 Class B Shares.

Note 5—Stockholders’ Equity (Continued)

Proportionate Voting Shares

On or immediately following completion of a Business Combination, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into one common share, and each Class B Share will be automatically converted on a 100‑for‑1  basis into new no-par value proportionate voting shares of the Corporation. No common shares or proportionate voting shares will be issued prior to the closing of a Business Combination. Proportionate voting shares may be converted into common shares, subject to certain limitations and conditions. Proportionate voting shares do not possess redemption rights.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies

Commitments and Contingencies

Note 6—Commitments and Contingencies

Registration Rights and Lock-Up Agreement

Pursuant to the Underwriting Agreement, the Corporation will be, subject to certain exceptions, prohibited from issuing additional securities prior to the qualifying acquisition. Also, pursuant to the Underwriting Agreement and the Exchange Agreement and Undertaking, the Corporation and Sponsor will be subject to a lock-up until the closing of the qualifying acquisition. The Corporation will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

In consideration for its services in connection with the Offering, the Corporation agreed to pay the underwriters a commission equal to 5.5% of the gross proceeds of the Class A Restricted Voting Units issued under the Offering. The Corporation paid $6,300,000, representing $0.175 per Class A Restricted Voting Unit to the underwriters upon Closing Date of the Offering.

Remaining underwriters’ commissions of $13,500,000 at December 31, 2020 and 2019 are payable as follows:

	Per Class A
	Restricted
	Voting Unit			Amount
Upon the closing of a Business Combination	$	0.325	$	11,700,000
Subsequent to the closing of a Business Combination, at the discretion of the Corporation, and subject to certain limitations		0.050		1,800,000
	$	0.375	$	13,500,000

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes

Income Taxes

Note 7—Income Taxes

Components of income tax (benefit) expense are as follows:

			Period from
			July 8, 2019
	Year ended		(inception) to
	December 31, 2020		December 31, 2019
Current income tax (benefit) expense
Federal	$	(107,757)	$	107,757
Provincial and territorial		(86,205)		86,205
		(193,962)		193,962
Deferred
Federal		—		—
Provincial and territorial		—		—
		—		—
Income tax (benefit) expense	$	(193,962)	$	193,962

Reconciliation of the differences between the (benefit) provision for income taxes and income tax (benefit) expense at the Canadian federal income tax rate is as follows:

					Period from
					July 8, 2019
	Year ended				(inception) to
	December 31, 2020				December 31, 2019
			Percent of				Percent of
			Pre-tax				Pre-tax
	Amount		Income		Amount		Income
Current tax at federal rate	$	(47,255)	15	%	$	182,786	15	%
Current tax at provincial and territorial rates		(37,804)	12	%		146,229	12	%
Change in valuation allowance		264,933	(84)	%		—	0	%
Stock issuance costs		(380,586)	121	%		(138,427)	(11)	%
Non-deductible expenses		6,750	(2)	%		3,375	0	%
	$	(193,962)	62	%	$	193,962	16	%

Deferred income tax assets are as follows:

			Period from
			July 8, 2019
	Year ended		(inception) to
	December 31, 2020		December 31, 2019
Deferred share issuance costs	$	1,337,787	$	1,718,374
Net operating losses		264,933		—
Valuation allowance		(1,602,721)		(1,718,374)
Net deferred tax asset	$	—	$	—

Note 7—Income Taxes (Continued)

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management considers the scheduled reversal of taxable temporary differences, projected future taxable income (including the character of the projected future taxable income) and tax planning strategies in making their assessment. Based on this assessment, due to the uncertainty related the Corporation’s ability to execute a Business Combination, management concluded that a valuation allowance should be recorded against its deferred tax assets.

At December 31, 2020, the Corporation has unused net operating loss carryforwards of approximately $981,000 to offset future taxable income. The use of such carryforwards may be limited.

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Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions

Related Party Transactions

Note 8—Related Party Transactions

Administrative Agreement

The Corporation has entered into an administrative services agreement with our Sponsor for an initial term of 18 months, subject to possible extension, for office space, utilities, and administrative support, which may include payment for services of related parties, for, but not limited to, various administrative, managerial, or operational services, or to help effect a Business Combination. The Corporation has agreed to pay up to $10,000 per month, plus applicable taxes for such services. For the year ended December 31, 2020 and for the period from July 8, 2019 (inception) to December 31, 2019, the Corporation paid $120,000 and $45,161, respectively in respect of these services.

In April 2020, the Corporation agreed to pay the Sponsor until a business combination is consummated, for overhead costs incurred on behalf of the Corporation. The Corporation paid the Sponsor $278,952 for the year ended December 31, 2020 related to these costs.

Out-of-Pocket Expenses

The Corporation has further agreed to reimburse an affiliate of the sponsor for any out-of-pocket expenses incurred by directors, officers and consultants of the Corporation which were paid by the affiliate relating to certain activities on the Corporation’s behalf, including identifying and negotiating a Business Combination. For the year ended December 31, 2020 and for the period from July 8, 2019 (inception) to December 31, 2019, the Corporation incurred $117,676 and $160,668, respectively related to such expenses. There were no amounts due to related party for such expenses at December 31, 2020. At December 31, 2019, $35,737 was reported as due to related party for such expenses.

Amounts due to related party are non-interest bearing.

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Fair Value

12 Months Ended

Dec. 31, 2020

Fair Value

Fair Value

Note 9—Fair Value

Following is a description of the valuation methodologies used for assets measured at fair value at both December 31, 2020 and December 31, 2019.

The Corporation’s Trust Account is invested in U.S. Treasury Bills maturing in January 2021 yielding interest of approximately 0.055%. The Corporation classifies its U.S. Treasury Bills as Level 1 measurements within the fair value hierarchy at both December 31, 2020 and December 31, 2019.

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events

Subsequent Events

Note 10—Subsequent Events

Transaction Agreement

On February 4, 2021, the Corporation announced that it entered into a Transaction Agreement with, among others, and Vintage Wines Estates, Inc. (“VWE”) to effect a merger (the resulting entity, “New VWE”). Pursuant to the Transaction Agreement and subject to the terms and conditions contained therein, a wholly owned subsidiary of the Corporation will merge with and into VWE with VWE surviving the merger as a wholly owned subsidiary of the Corporation (the “merger”); the Corporation will change its jurisdiction of incorporation from the Province of British Columbia to the State of Nevada (the “domestication”); and the Corporation will change its name to Vintage Wine Estates, Inc. (collectively, the “transactions”). The transactions are intended to constitute the Corporation’s qualifying acquisition.

The execution of the Transaction Agreement resulted in the automatic extension of the Corporation’s Permitted Timeline in which to close a qualifying transaction to May 15, 2021.

On February 8, 2021 Class A Restricted Voting Shares were approved and began trading in the United States (U.S.) on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) under the symbol “BSPE”. The Corporation’s Warrants will trade over-the-counter in the U.S. Class A Restricted Voting Shares and Warrants remain listed on the Toronto Stock Exchange.

Pursuant to a consulting agreement entered into between BCAC and Peter Caldini on March 10, 2021, following completion of BCAC’s qualifying acquisition, Mr. Caldini will be entitled to receive a $500,000 consulting fee, payable in cash, and 100,000 profit interest units in a limited partnership that has an indirect economic interest in the Sponsor.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity 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

Emerging Growth Corporation

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 Corporation 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 Corporation, 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 Corporation’s financial statement with another public Corporation that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

Liquidity and Capital Resources

As of December 31, 2020, the Corporation held operating cash totaling $2,114,670 which is available to fund its ongoing working capital requirements. The Corporation anticipates generating negative cash flows from operating activities until a Business Combination has been completed. Thereafter, cashflow will depend on the nature and success of a Business Combination. The expenses relating to ongoing operating activities include professional fees, general and administration expenses, and costs associated with identifying and negotiating a Business Combination.

Currently, the Corporation does not expect to raise additional funds to meet its operating expenditures until the consummation of a Business Combination. Management expects, but it cannot be assured, that the Corporation will have sufficient funds outside of the Trust Account to operate the business.

To the extent that the Corporation requires additional funding for general ongoing expenses or in connection with a Business Combination, the Corporation may seek funding by way of unsecured loans from our Sponsor or its affiliates, which loans must be on reasonable commercial terms. The lender under the loans would not have recourse against the funds held in the Trust Account, and thus the loans will not reduce the value thereof. Such loans will collectively be subject to a maximum aggregate principal amount equal to 10% of the Trust Account. Such loans may be repayable in cash or be convertible into shares and/or Warrants, however no such repayment or conversion shall occur prior to the closing of a Business Combination. The Corporation will not obtain any other form of debt financing except: (i) in the ordinary course for short term trade, accounts payable and general ongoing expenses; or (ii) contemporaneous with, or after, the completion of a Business Combination. Otherwise, the Corporation may seek to raise additional funds through a rights offering in respect of shares available to its shareholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the Trust Account.

Note 2—Summary of Significant Accounting Policies (Continued)

Management has determined that if the Corporation is unable to consummate a Business Combination within the Permitted Timeline, the mandatory liquidation and subsequent dissolution of the Corporation would raise substantial doubt about the Corporation’s ability to continue as a going concern. On February 4, 2021, the Corporation announced that it entered into a transaction agreement (“Transaction Agreement”). The execution of the Transaction Agreement resulted in the automatic extension of the Corporation’s Permitted Timeline in which to close a qualifying transaction to May 15, 2021. While there is no guarantee that the Business Combination will be completed, management believes the completion of this Business Combination within the Permitted Timeline addresses this uncertainty. Accordingly, adjustments that would be necessary should the Corporation be required to liquidate after May 15, 2021 have not been made to the carrying amounts of assets or liabilities in these financial statements.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Corporation’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 expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Corporation to concentrations of credit risk consist of a cash account held at financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Corporation has not experienced losses on these accounts and management believes the Corporation is not exposed to significant risks on such accounts. The Corporation’s marketable securities portfolio consists of U.S. Treasury Bills with an original maturity of 180 days or less.

Marketable Securities

Marketable Securities

The Corporation’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a‑7 of the Investment Company Act, as determined by the Corporation, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is recognized as gains or losses in the accompanying Statements of Operations. The estimated fair values of financial instruments are determined using available market information.

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.

Note 2—Summary of Significant Accounting Policies (Continued)

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to evaluation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and the lowest priority to unobservable inputs. The Corporation uses the following three levels of inputs to measure fair value measurements:

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

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

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

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

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020 and for period from July 8 (inception) to December 31, 2019.

At December 31, 2020 and 2019, the carrying amount of the Corporation’s cash, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term nature. The Corporation’s portfolio of marketable securities is comprised of an investment in U.S. Treasury Bills with an original maturity of 180 days or less. Fair values for trading securities are determined using quoted market prices.

Class A Restricted Voting Shares Subject to Possible Redemption

Class A Restricted Voting Shares Subject to Possible Redemption

Class A Restricted Voting Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Restricted Voting Shares (including Class A Restricted Voting 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 Corporation’s control) are classified as temporary equity. At all other times, Class A Restricted Voting Shares are classified as shareholders’ equity. The Corporation’s Class A Restricted Voting Shares feature certain redemption rights that are considered to be outside of the Corporation’s control and subject to occurrence of uncertain future events. Accordingly, Class A Restricted Voting Shares subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Corporation’s balance sheets. Changes in redemption value are recorded in the period in which such change occurs.

Note 2—Summary of Significant Accounting Policies (Continued)

The Class A Restricted Voting Shares may be considered restricted securities within the meaning of such term under securities laws. Prior to the completion of a Business Combination, holders of the Class A Restricted Voting Shares would not be entitled to vote at (or receive notice of or meeting materials in connection with) meetings held only to consider the election and/or removal of directors and auditors. The holders of the Class A Restricted Voting Shares would, however, be entitled to vote on and receive notice of meetings on all other matters requiring shareholder approval (including the proposed Qualifying Acquisition, if required under applicable law, and any proposed extension to the Permitted Timeline) other than the election and/or removal of directors and auditors prior to Closing Date of a Business Combination. In lieu of holding an annual meeting prior to the Closing Date of a Business Combination, the Corporation is required to provide an annual update on the status of identifying and securing a Business Combination by way of a press release.

The Corporation is authorized to issue an unlimited number of no-par value Class A Restricted Voting Shares prior to the Closing of a Business Combination.

Offering Costs Associated with Initial Public Offering

Offering Costs Associated with Initial Public Offering

Offering costs (also “Transaction Costs”) consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering. Such costs were charged to additional paid-in-capital upon the completion of the Offering.

Income Taxes

Income Taxes

The Corporation is subject to federal, provincial, and territorial taxes of Canada. The Corporation follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. The Corporation recognizes the tax benefit from an uncertain tax position only if it is more-likely-than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred income tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Corporation will generate taxable income in future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing laws in each applicable jurisdiction. Future taxable income is also significantly dependent upon the Corporation completing a Business Combination, the underlying structure of a Business Combination, and the resulting nature of operations. To the extent that future cash flows and/or the probability, structure and timing, and the nature of operations of a future Business Combination differ significantly from estimates made, the ability of the Corporation to realize a deferred income tax asset could be materially impacted.

Note 2—Summary of Significant Accounting Policies (Continued)

The Corporation recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits at both December 31, 2020 and December 31, 2019. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2020 and for the period from July 8, 2019 (inception) to December 31, 2019. The Corporation is currently not aware of any issues under review that could result in significant payments, accruals or material impacts to its position.

The Corporation is subject to income tax examinations by major taxing authorities. These potential examinations may include questioning the timing and amount of deductions and compliance with federal, provincial, and territorial tax laws. The Corporation’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

The Corporation’s statement of operations includes a presentation of income per share for shares subject to redemption in a manner similar to the two-class method of income per share.

Net income (loss) per share, basic and diluted for Class A Restricted Voting Shares is calculated by dividing the investment income earned on the Trust Account less applicable income taxes, by the weighted average number of shares of Class A Restricted Voting Shares outstanding for the period presented. Net income (loss) per Class B share is computed by dividing the net earnings or loss attributable to shareholders by the weighted average number of shares outstanding during the period, excluding Class A Restricted Voting Shares subject to redemption. Diluted earnings or loss per share, where applicable, is calculated by adjusting the weighted average number of shares outstanding for dilutive instruments by applying the treasury stock method. At December 31, 2020 and December 31, 2019, the Corporation had outstanding warrants to purchase 30,000,000 shares of common stock. These shares were excluded from the calculation of diluted net income (loss) per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented.

The Corporation’s net income is adjusted for the portion of income that is attributable to Class A Restricted Voting Shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Corporation.

Note 2—Summary of Significant Accounting Policies (Continued)

Accordingly, basic, and diluted income per share is calculated as follows:

			Period from
			July 8, 2019
		Year ended	(inception) to
	December 31, 2020		December 31, 2019
Net (loss) income	$	(121,072)	$	1,024,608
Less: Income attributable to Class A Restricted Voting Shares(1)		(1,665,842)		(11,883,910)
Adjusted net loss attributable to Class B common stock	$	(1,786,914)	$	(10,859,302)
Basic and diluted net income per Class A Restricted Voting Share	$	0.05	$	0.42
Weighted average number of Class A Restricted Voting Shares outstanding  (basic and diluted)		36,000,000		28,107,345
Basic and diluted net loss per Class B share	$	(0.20)	$	(1.50)
Weighted average number of Class B shares outstanding (basic and diluted)		9,000,000		7,241,879

(1) Amounts includes interest earned on the Trust Account, less applicable income taxes. For the period from July 8, 2019 (inception) to December 31, 2019, amount also includes accretion of a dividend related to the allocation of the fair value of warrants on Class A Restricted Voting Units of $10,237,500.

New Accounting Pronouncements and Recent Accounting Pronouncements

New Accounting Pronouncements

In November 2016, the FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. The Corporation adopted this standard effective July 8, 2019.

Recent Accounting Pronouncements

The Corporation’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Corporation’s financial statements.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Significant Accounting Policies

Schedule of basic and diluted net income (loss) per common share

			Period from
			July 8, 2019
		Year ended	(inception) to
	December 31, 2020		December 31, 2019
Net (loss) income	$	(121,072)	$	1,024,608
Less: Income attributable to Class A Restricted Voting Shares(1)		(1,665,842)		(11,883,910)
Adjusted net loss attributable to Class B common stock	$	(1,786,914)	$	(10,859,302)
Basic and diluted net income per Class A Restricted Voting Share	$	0.05	$	0.42
Weighted average number of Class A Restricted Voting Shares outstanding  (basic and diluted)		36,000,000		28,107,345
Basic and diluted net loss per Class B share	$	(0.20)	$	(1.50)
Weighted average number of Class B shares outstanding (basic and diluted)		9,000,000		7,241,879

(1) Amounts includes interest earned on the Trust Account, less applicable income taxes. For the period from July 8, 2019 (inception) to December 31, 2019, amount also includes accretion of a dividend related to the allocation of the fair value of warrants on Class A Restricted Voting Units of $10,237,500.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies

Schedule of remaining underwriters' commission

	Per Class A
	Restricted
	Voting Unit			Amount
Upon the closing of a Business Combination	$	0.325	$	11,700,000
Subsequent to the closing of a Business Combination, at the discretion of the Corporation, and subject to certain limitations		0.050		1,800,000
	$	0.375	$	13,500,000

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes

Schedule of income tax provision

			Period from
			July 8, 2019
	Year ended		(inception) to
	December 31, 2020		December 31, 2019
Current income tax (benefit) expense
Federal	$	(107,757)	$	107,757
Provincial and territorial		(86,205)		86,205
		(193,962)		193,962
Deferred
Federal		—		—
Provincial and territorial		—		—
		—		—
Income tax (benefit) expense	$	(193,962)	$	193,962

Schedule of reconciliation of the federal statutory tax rate to our effective tax rate

					Period from
					July 8, 2019
	Year ended				(inception) to
	December 31, 2020				December 31, 2019
			Percent of				Percent of
			Pre-tax				Pre-tax
	Amount		Income		Amount		Income
Current tax at federal rate	$	(47,255)	15	%	$	182,786	15	%
Current tax at provincial and territorial rates		(37,804)	12	%		146,229	12	%
Change in valuation allowance		264,933	(84)	%		—	0	%
Stock issuance costs		(380,586)	121	%		(138,427)	(11)	%
Non-deductible expenses		6,750	(2)	%		3,375	0	%
	$	(193,962)	62	%	$	193,962	16	%

Schedule of net deferred income tax assets

			Period from
			July 8, 2019
	Year ended		(inception) to
	December 31, 2020		December 31, 2019
Deferred share issuance costs	$	1,337,787	$	1,718,374
Net operating losses		264,933		—
Valuation allowance		(1,602,721)		(1,718,374)
Net deferred tax asset	$	—	$	—

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Description of Organization and Business Operations (Details) - USD ($)				1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 13, 2019	Sep. 02, 2019	Aug. 15, 2019	Jul. 31, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 11.50
Gross proceeds from sale of units								$ 350,000,000
Proceeds from issuance of Founders' Warrants							$ 12,000,000
Transaction costs								20,377,039
Cash underwriting fees								19,800,000
Other professional costs								331,492
Deferred underwriting fee payable								13,500,000
Deferred underwriting fees includes closing of a Business combination								11,700,000
Deferred underwriting fees ,at discretion of corporation								1,800,000
Proceeds from issuance of Class B Shares							25,000
Principal deposits in Trust Account	$ 360,000,000						$ 360,000,000
Maximum net interest to pay dissolution expenses								$ 50,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued			35,000,000
Share price per share			$ 10.00
Exercise price of warrants								$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,000,000
Share price per share	$ 10.00
Private Placement
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants								$ 11.50
Sponsor
Subsidiary, Sale of Stock [Line Items]
Reimbursement of expenditures								$ 245,547
Founder's Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued								12,000,000
Warrants offering price								$ 1.00
Proceeds from issuance of Founders' Warrants								$ 12,000,000
Deferred underwriting fees includes closing of a Business combination								11,700,000
Class A Restricted
Subsidiary, Sale of Stock [Line Items]
Number of units issued	36,000,000
Cash underwriting fees								$ 6,300,000
Common shares, shares outstanding (in shares)								0
Principal deposits in Trust Account	$ 10,000,000
Class A Restricted | Over-allotment
Subsidiary, Sale of Stock [Line Items]
Share price per share	$ 10.00
Class B stock
Subsidiary, Sale of Stock [Line Items]
Common shares, shares outstanding (in shares)				9,000,000	9,000,000	9,000,000	9,000,000	9,000,000
Percentage of equity interests held by founders								100.00%
Percentage of voting interests based on Class A shares								20.00%
Class B stock | Sponsor
Subsidiary, Sale of Stock [Line Items]
Share price per share								$ 0.0029
Proceeds from issuance of Class B Shares								$ 25,000
Forfeiture of Class B Shares								1,062,500
Common shares, shares outstanding (in shares)		9,000,000		9,000,000	9,000,000	9,000,000	9,000,000	9,000,000
Percentage of equity interests held by founders		100.00%		100.00%	100.00%	100.00%		100.00%
Percentage of voting interests based on Class A shares		20.00%		20.00%	20.00%	20.00%		20.00%
Number of shares issued								10,062,500

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Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 02, 2019	Jul. 31, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2020
Summary of Significant Accounting Policies
Operating cash				$ 4,182,004	$ 4,182,004	$ 2,114,670
Maximum percentage of trust fund for aggregate loan principal						10.00%
Federal Depository Insurance Coverage						$ 250,000
Transfer of assets from level 1 to level 2		$ 0	$ 0	0	0	0
Transfer of assets from level 2 to level 1		0	0	0	0	0
Transfers to / from Level 3	$ 0	$ 0	$ 0	$ 0		0
Accretion of dividend related to allocation of fair value					$ (11,883,910)	$ (1,665,842)

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Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Sep. 02, 2019	Jul. 31, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded since their inclusion would be anti-dilutive	30,000,000	30,000,000	30,000,000	30,000,000			30,000,000
Net loss					$ 1,024,608	$ 1,024,608	$ (121,072)
Less: Income attributable to Class A Restricted Voting Shares						(11,883,910)	(1,665,842)
Net Income (Loss) Available to Common Stockholders, Basic						$ (10,859,302)	$ (1,786,914)
Class A Restricted
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic and diluted net income per share						$ 0.42	$ 0.05
Weighted Average Number of Shares Outstanding, Basic and Diluted						28,107,345	36,000,000
Class B stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic and diluted net income per share						$ (1.50)	$ (0.20)
Weighted Average Number of Shares Outstanding, Basic and Diluted						7,241,879	9,000,000
Redeemable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Less: Income attributable to Class A Restricted Voting Shares						$ 10,237,500

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Initial Public Offering (Details)			12 Months Ended
	Sep. 13, 2019 $ / shares shares	Aug. 15, 2019 $ / shares shares	Dec. 31, 2020 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares		35,000,000
Price per share		$ 10.00
Exercise price of warrants			$ 11.50
Threshold period of warrants entitled to purchase shares			65 days
Threshold Period of Expiry For Warrants To Purchase Shares, After Completion Of Initial Business Combination			5 years
Minimum threshold written notice period for redemption of public warrants			30 days
Threshold consecutive trading days for redemption of public warrants			20
Redemption price per public warrant (in dollars per share)			$ 18.00
Threshold trading days for redemption of public warrants			30
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	1,000,000
Price per share	$ 10.00
Class A Restricted
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	36,000,000
Class A Restricted | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit | shares			0.5
Number of shares issuable per warrant | shares			1
Class A Restricted | Over-allotment
Subsidiary, Sale of Stock [Line Items]
Price per share	$ 10.00

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Private Placement (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Sep. 30, 2019	Sep. 02, 2019	Aug. 15, 2019	Jul. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 12,000,000
Exercise price of warrant					$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Threshold period of warrants entitled to purchase shares		65 days
Sponsor | Private Placement
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Outstanding	12,000,000	12,000,000	12,000,000	12,000,000		12,000,000
Founder's Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued		12,000,000
Warrants offering price		$ 1.00
Aggregate purchase price		$ 12,000,000

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Stockholders'Equity - Common Stock Shares (Details)		1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 02, 2019 shares	Jul. 31, 2019 shares	Sep. 30, 2019 shares	Dec. 31, 2019 shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 13, 2019 $ / shares
Class of Stock [Line Items]
Proceeds from issuance of Class B Shares | $					$ 25,000
Conversion of Stock, Shares Issued						1
Conversion ratio						100
Class A Restricted
Class of Stock [Line Items]
Common shares, shares issued (in shares)		0	0	0	0	0
Common shares, shares outstanding (in shares)						0
Shares subject to possible redemption		36,000,000	36,000,000	36,000,000	36,000,000	36,000,000
Class B stock
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares						$ 0.00
Common shares, shares issued (in shares)						9,000,000
Common shares, shares outstanding (in shares)		9,000,000	9,000,000	9,000,000	9,000,000	9,000,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders						100.00%
Percentage of voting interests based on Class A shares						20.00%
Over-allotment
Class of Stock [Line Items]
Share price per share | $ / shares							$ 10.00
Over-allotment | Class A Restricted
Class of Stock [Line Items]
Share price per share | $ / shares							$ 10.00
Sponsor | Class B stock
Class of Stock [Line Items]
Proceeds from issuance of Class B Shares | $						$ 25,000
Share price per share | $ / shares						$ 0.0029
Forfeiture of Class B Shares						1,062,500
Common shares, shares outstanding (in shares)	9,000,000	9,000,000	9,000,000	9,000,000	9,000,000	9,000,000
Number of shares issued						10,062,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	100.00%	100.00%	100.00%	100.00%		100.00%
Percentage of voting interests based on Class A shares	20.00%	20.00%	20.00%	20.00%		20.00%

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Commitments and Contingencies - Underwriting Agreement (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Payments for office space and administrative support services	$ 5.5
Underwriting commission paid	$ 19,800,000
Underwriting commission paid per unit | $ / shares	$ 0.175
Class A Restricted
Commitments And Contingencies [Line Items]
Underwriting commission paid	$ 6,300,000

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Commitments and Contingencies - Remaining underwriters' commissions (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Deferred underwriting fees upon closing of business combination | $	$ 11,700,000
Deferred underwriting fees ,at discretion of corporation | $	1,800,000
Deferred underwriting fee payable | $	$ 13,500,000
Class A Restricted
Commitments And Contingencies [Line Items]
Deferred fee per unit, upon the closing of a Business Combination | $ / shares	$ 0.325
Deferred fee per unit, at discretion of corporation | $ / shares	0.050
Deferred fee per unit | $ / shares	$ 0.375

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Income Taxes - Components of income tax (benefit) expense (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Current income tax (benefit) expense
Federal	$ 107,757	$ (107,757)
Provincial and territorial	86,205	(86,205)
Current income tax (benefit) expense	193,962	(193,962)
Income tax (benefit) expense	193,963	(193,962)
Adjustment due to rounding
Current income tax (benefit) expense
Income tax (benefit) expense	$ 193,962	$ (193,962)

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Income Taxes - Income tax provision (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Current tax at federal rate	$ 182,786	$ (47,255)
Current tax at provincial and territorial rates	146,229	(37,804)
Change in valuation allowance		264,933
Stock issuance costs	(138,427)	(380,586)
Non-deductible expenses	3,375	6,750
Income Tax Expense (Benefit)	$ 193,963	$ (193,962)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Current tax at federal rate	15.00%	15.00%
Current tax at provincial and territorial rates	12.00%	12.00%
Change in valuation allowance	0.00%	(84.00%)
Stock issuance costs	(11.00%)	121.00%
Non-deductible expenses	0.00%	(2.00%)
Effective Income Tax Rate Reconciliation, Percent	16.00%	62.00%
Adjustment due to rounding
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income Tax Expense (Benefit)	$ 193,962	$ (193,962)

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Income Taxes - Deferred tax assets , net (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Deferred share issuance costs	$ 1,337,787	$ 1,718,374
Net operating losses	264,933
Valuation allowance	(1,602,721)	$ (1,718,374)
Unused net operating loss carryforwards	$ 981,000

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Related Party Transactions - (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Related Party Transaction [Line Items]
Due to Related Parties, Current	$ 35,737
Administrative Agreement [Member]
Related Party Transaction [Line Items]
Initial Transaction Term		18 months
Corporation Tax Services		$ 10,000
Related Party Transaction, Amounts of Transaction	45,161	120,000
Out-of-Pocket Expenses [Member]
Related Party Transaction [Line Items]
Related Party Tax Expense, Due to Affiliates, Current	160,668	117,676
Due to Related Parties, Current	$ 35,737	0
Sponsor | Administrative Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction		$ 278,952

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Fair Value (Details)	Jan. 31, 2021
Fair Value
Interest rate on investments in U.S Treasury Bills	0.055%

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Subsequent Events (Details) - Subsequent event - Peter Caldini	Mar. 10, 2021 USD ($) shares
Subsequent Event [Line Items]
Consulting Fee | $	$ 500,000
Profit interest units issued | shares	100,000