0001213900-21-024067 | 10-K/A | XBRL Viewer

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Document And Entity Information - USD ($)	5 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 31, 2021
Document Information Line Items
Entity Registrant Name	Vector Acquisition Corp
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 23,520,000
Amendment Flag	true
Amendment Description	Vector Acquisition Corporation (the “company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1) (this “Amendment”) to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 (the “Original Filing”), to restate our financial statements for the period ended December 31, 2020. We are also restating our financial statements as of September 30, 2020 and September 29, 2020 and for the period ended September 30, 2020 in this Amendment, including describing the restatement and its impact on previously reported amounts.The restatement results from the company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in September 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying ordinary shares would be entitled to cash.Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” promulgated by the SEC on April 12, 2021 (the “SEC Staff Statement”), the company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the audit committee of the board of directors of the company, in consultation with management, concluded that the company’s warrants are not indexed to the company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.As a result of the above, the company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the company’s operating results for the current period.The company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the company’s previously reported operating expenses, cash flows or cash.In connection with the restatement, the company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment and in light of the SEC Staff Statement, the company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the company’s warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Amendment.The company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the period affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 to 32.2) to this Amendment under Item 15 of Part IV hereof.Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. Unless the context otherwise requires, references to “warrants” in this Amendment refers to both the company’s public warrants and private placement warrants.
Entity Central Index Key	0001819994
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39560
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Class A ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		32,000,000
Class B ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,000,000

Balance Sheet	Dec. 31, 2020 USD ($)
Current assets
Cash	$ 865,903
Prepaid expenses	366,647
Total Current Assets	1,232,550
Investment held in Trust Account	320,004,846
TOTAL ASSETS	321,327,396
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities — accrued expenses	217,395
Warrant liabilities	24,562,667
Deferred underwriting fee payable	11,200,000
Total Liabilities	35,980,062
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 28,025,733 shares at $10.00 per share	280,257,330
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 3,974,267 shares issued and outstanding (excluding 28,025,733 shares subject to possible redemption)	397
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding	800
Additional paid-in capital	17,340,758
Accumulated deficit	(12,341,951)
Total Shareholders’ Equity	5,000,004
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 321,327,396

Balance Sheet (Parentheticals)	Dec. 31, 2020 $ / shares shares
Preferred shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred shares, shares authorized	1,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A ordinary shares
Shares subject to possible redemption	28,025,733
Ordinary shares, par value (in Dollars per share) \| $ / shares	$ 10.00
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share authorized	450,000,000
Common stock, share issued	3,974,267
Common stock, share outstanding	3,974,267
Class B ordinary shares
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share authorized	50,000,000
Common stock, share issued	8,000,000
Common stock, share outstanding	8,000,000

Statement of Operations	5 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Formation and operating costs	$ 357,463
Loss from operations	(357,463)
Interest earned on investment held in Trust Account	4,846
Change in fair value of warrant liability	11,989,334
Net Loss	$ (12,341,951)
Class A redeemable ordinary shares
Weighted average shares outstanding (in Shares) \| shares	31,553,191
Class A ordinary shares
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.00
Class B non-redeemable ordinary shares
Weighted average shares outstanding (in Shares) \| shares	7,732,484
Class B ordinary shares
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ (1.60)

Statement of Changes in Shareholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Beginning at Jul. 27, 2020
Balance at Beginning (in Shares) at Jul. 27, 2020
Balance at Ending at Dec. 31, 2020	$ 397	$ 800	17,340,758	(12,341,951)	5,000,004
Balance at Ending (in Shares) at Dec. 31, 2020	3,974,267	8,000,000
Issuance of Class B ordinary shares to Sponsor		$ 863	24,137		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		8,625,000
Sale of 32,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities	$ 3,200		293,544,418		293,547,618
Sale of 32,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities (in Shares)	32,000,000
Excess of proceeds from the sale of private placement warrants to Sponsor			4,026,667		4,026,667
Forfeiture of Founder Shares		$ (63)	63
Forfeiture of Founder Shares (in Shares)		(625,000)
Class A ordinary shares subject to possible redemption	$ (2,803)		(280,254,527)		(280,257,330)
Class A ordinary shares subject to possible redemption (in Shares)	(28,025,733)
Net loss				$ (12,341,951)	$ (12,341,951)

Statement of Changes in Shareholders’ Equity (Parentheticals)	5 Months Ended
	Dec. 31, 2020 shares
Statement of Stockholders' Equity [Abstract]
Sale of units, net of underwriting discounts and offering costs	32,000,000

Condensed Statement of Cash Flows (Unaudited)	5 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (12,341,951)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account	(4,846)
Change in fair value of warrant liabilities	11,989,334
Changes in operating assets and liabilities:
Prepaid expenses	(366,647)
Accrued expenses	217,395
Net cash used in operating activities	(506,715)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(320,000,000)
Net cash used in investing activities	(320,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	313,600,000
Proceeds from sale of Private Placement Warrants	8,400,000
Proceeds from promissory note — related party	300,000
Repayment of promissory note — related party	(300,000)
Payments of offering costs	(627,382)
Net cash provided by financing activities	321,372,618
Net Change in Cash	865,903
Cash — Beginning
Cash — Ending	865,903
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	291,793,080
Change in value of Class A ordinary shares subject to possible redemption	(11,535,750)
Initial classification of warrant liability	12,573,333
Deferred underwriting fee payable	11,200,000
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Forfeiture of Founder Shares	$ (68)

Description of Organization and Business Operations

5 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Vector Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

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

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab”) (see Note 11). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on September 24, 2020. On September 29, 2020 the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Vector Acquisition Partners, L.P. (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 5.

In October 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 20, 2020. As such, on October 20, 2020, the Company consummated the sale of an additional 2,000,000 Units, at $10.00 per Unit, and the sale of an additional 266,667 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $20,400,000.

Transaction costs amounted to $18,252,382, consisting of $6,400,000 of underwriting fees, $11,200,000 of deferred underwriting fees and $652,382 of other offering costs.

Following the closing of the Initial Public Offering on September 29, 2020 and the underwriters’ partial exercise of their over-allotment on October 20, 2020, an amount of $320,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

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

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the final prospectus relating to our initial public offering. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

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

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until September 29, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

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

Restatement of Previously Issued Financial Statements

5 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering (see Note 5) as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of September 29, 2020 (audited)
Warrant Liability	$	—		$	12,573,333		$	12,573,333
Ordinary Shares Subject to Possible Redemption		285,853,760			(12,573,333	)		273,280,427
Class A Ordinary Shares		141			126			267
Additional Paid-in Capital		5,017,854			(126	)		5,017,728
Shareholders’ Equity		5,000,010			0			5,000,010

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—		$	13,340,000		$	13,340,000
Ordinary Shares Subject to Possible Redemption		285,851,910			(13,340,000	)		275,511,910
Class A Ordinary Shares		141			134			275
Additional Paid-in Capital		5,019,704			766,533			5,786,237
Accumulated Deficit		(20,698	)		(766,667	)		(787,365	)
Shareholders’ Equity		5,000,010			0			5,000,010

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	24,562,667		$	24,562,667
Ordinary Shares Subject to Possible Redemption		304,820,000			(24,562,670	)		280,257,330
Class A Ordinary Shares		152			245			397
Additional Paid-in Capital		5,351,666			11,989,092			17,340,758
Accumulated Deficit		(352,617	)		(11,989,334	)		(12,341,951	)
Shareholders’ Equity		5,000,001			3			5,000,004

Period from July 28, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	766,667		$	766,667
Net loss		(20,698	)		(766,667	)		(787,365	)
Basic and diluted net loss per share, Class B		(0.00	)		(0.10	)		(0.10	)

Period from July 28, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(11,989,334	)	$	(11,989,334	)
Net loss		(352,617	)		(11,989,334	)		(12,341,951	)
Basic and diluted net loss per share, Class B		(0.05	)		(1.55	)		(1.60	)

Summary of Significant Accounting Policies

5 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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

Cash and Cash Equivalents

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

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Warrant Liabilities

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

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10) while the December 31, 2020 fair value of the warrants was based on the public trading price of the warrants.

Class A Ordinary Shares Subject to Possible Redemption

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

Income Taxes

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

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of Class A ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,266,667 shares of Class A ordinary shares in the aggregate.

The Company’s statements of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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

	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

(1) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

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

Fair Value of Financial Instruments

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

As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Recent Accounting Standards

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

Initial Public Offering

5 Months Ended

Dec. 31, 2020

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 2,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).

Private Placement

5 Months Ended

Dec. 31, 2020

Regulated Operations [Abstract]

PRIVATE PLACEMENT

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 266,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $400,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

5 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On July 30, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 625,000 Founder Shares were forfeited and 500,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 8,000,000 Founder Shares outstanding at October 20, 2020.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on September 24, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from July 28, 2020 (inception) through December 31, 2020, the Company incurred $32,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet.

Promissory Note — Related Party

On July 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on September 29, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies

5 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration and shareholder rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders’ Equity

5 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 8 — SHAREHOLDERS’ EQUITY

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

Class A Ordinary Shares — The Company is authorized to issue 450,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 3,974,267 Class A ordinary shares issued and outstanding, excluding 28,025,733 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 8,000,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Derivative Warrant Liabilities

5 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE WARRANT LIABILITIES

NOTE 9 — DERIVATIVE WARRANT LIABILITIES

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

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

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

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

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

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

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

5 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10 - FAIR VALUE MEASUREMENTS

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

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

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

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

At December 31, 2020, assets held in the Trust Account were comprised of $320,004,846 in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

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

			December 31,
	Level		2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,004,846

Liabilities:
Warrant Liability – Public Warrants		1	$	16,106,667
Warrant Liability – Private Placement Warrants		3	$	8,456,000

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

Initial Measurement

The Company established the initial fair value for the warrants on September 29, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-third of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as Class A ordinary shares subject to possible redemption, and Class A ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model were as follows at their measurement dates:

Input	September 29, 2020 (Initial Measurement)
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.12

On September 29, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.82 per warrant for aggregate values of $4.4 million and $8.2 million, respectively.

Subsequent Measurement

The warrants are measured at fair value on a recurring basis. The subsequent measurement of the warrants as of September 30, 2020 is classified as Level 3 due to the use of unobservable inputs. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as December 31, 2020 is classified Level 3 due to the use of unobservable inputs.

As of September 30, 2020, the aggregate value of the Private Placement Warrants and Public Warrants was $4.9 million and $9.3 million, respectively.

Input	September 30, 2020
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.14

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $8.5 million and $16.1 million, respectively.

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

	Private Placement		Level	Public		Level	Warrant Liabilities
Fair value as of July 28, 2020 (inception)	$	—		$	—		$	—
Initial measurement on September 29, 2020		4,373,333	3		8,200,000	3		12,573,333
Change in valuation inputs or other assumptions		266,667			500,00			766,667
Fair value as of September 30, 2020		4,640,000	3		8,700,000	3		13,340,000
Change in valuation inputs or other assumptions		3,816,000			7,406,667			11,222,667
Fair value as of December 31, 2020	$	8,456,000	3	$	16,106,667	1	$	24,562,667

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $16,106,667 during the period from September 29, 2020 through December 31, 2020.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

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

- Definition

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

+ References + Details

Subsequent Events

5 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 1, 2021, the Company entered into an Agreement and Plan of Merger with Rocket Lab, and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”). The Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the Company and Rocket Lab.

As a consequence of the merger, the Company will domesticate as a Delaware corporation (the “Domestication” and the Company following the Domestication, “Delaware Vector”) and, in connection therewith, (a) the Class A ordinary shares, par value $0.0001 per share, of Vector (the “Class A Shares”) and the Class B ordinary shares, par value $0.0001 per share, of Vector (the “Class B Shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of common stock, par value $0.0001 per share, of Vector Delaware (the “Delaware Vector Common Stock”); (b) Vector’s warrants to purchase Class A Shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Delaware Vector Common Stock (the “Delaware Vector Warrants”) and (c) Vector’s units that have not been separated into Class A Shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Delaware Vector (the “Delaware Vector Units”).

Immediately following the Domestication, Merger Sub will merge with and into Delaware Vector, with Delaware Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Delaware Vector Common Stock (other than any treasury shares, shares held by Delaware Vector or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Delaware Vector Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Delaware Vector Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and immediately following the First Effective Time, Rocket Lab will merge with and into Delaware Vector, with Delaware Vector surviving the merger (Delaware Vector as the surviving corporation, “Pubco” and such merger, the “Second Merger” and, together with the First Merger, the “Mergers”). If the closing price of Pubco Common Stock is equal to or greater than $20.00 for a period of at least 20 days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab stockholders will be entitled to receive additional shares of Pubco Common Stock equal to 8% of the Aggregate Share Consideration.

The Domestication, the Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the second quarter of 2021, subject to the satisfaction of certain customary closing conditions.

Concurrently with the execution of the Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Vector agreed to issue and sell to such PIPE Investors, immediately prior to Closing, an aggregate of 46,700,000 shares of Pubco Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $467,000,000 (the “PIPE Financing”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Vector will grant the investors in the PIPE Financing certain customary registration rights.

Accounting Policies, by Policy (Policies)

5 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Warrant Liability

Warrant Liabilities

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Income Taxes

Net Loss Per Ordinary Share

Net Loss Per Ordinary Share

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

	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

(1) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recent Accounting Standards

Recent Accounting Standards

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

Restatement of Previously Issued Financial Statements (Tables)

5 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of the restatement on each financial statement

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of September 29, 2020 (audited)
Warrant Liability	$	—		$	12,573,333		$	12,573,333
Ordinary Shares Subject to Possible Redemption		285,853,760			(12,573,333	)		273,280,427
Class A Ordinary Shares		141			126			267
Additional Paid-in Capital		5,017,854			(126	)		5,017,728
Shareholders’ Equity		5,000,010			0			5,000,010

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—		$	13,340,000		$	13,340,000
Ordinary Shares Subject to Possible Redemption		285,851,910			(13,340,000	)		275,511,910
Class A Ordinary Shares		141			134			275
Additional Paid-in Capital		5,019,704			766,533			5,786,237
Accumulated Deficit		(20,698	)		(766,667	)		(787,365	)
Shareholders’ Equity		5,000,010			0			5,000,010

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	24,562,667		$	24,562,667
Ordinary Shares Subject to Possible Redemption		304,820,000			(24,562,670	)		280,257,330
Class A Ordinary Shares		152			245			397
Additional Paid-in Capital		5,351,666			11,989,092			17,340,758
Accumulated Deficit		(352,617	)		(11,989,334	)		(12,341,951	)
Shareholders’ Equity		5,000,001			3			5,000,004

Period from July 28, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	766,667		$	766,667
Net loss		(20,698	)		(766,667	)		(787,365	)
Basic and diluted net loss per share, Class B		(0.00	)		(0.10	)		(0.10	)

Period from July 28, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(11,989,334	)	$	(11,989,334	)
Net loss		(352,617	)		(11,989,334	)		(12,341,951	)
Basic and diluted net loss per share, Class B		(0.05	)		(1.55	)		(1.60	)

Summary of Significant Accounting Policies (Tables)

5 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted net loss per ordinary share

	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

Fair Value Measurements (Tables)

5 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis

			December 31,
	Level		2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,004,846

Liabilities:
Warrant Liability – Public Warrants		1	$	16,106,667
Warrant Liability – Private Placement Warrants		3	$	8,456,000

Schedule of initial measurement

Input	September 29, 2020 (Initial Measurement)
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.12

Input	September 30, 2020
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.14

Schedule of changes in the fair value of warrant liabilities

	Private Placement		Level	Public		Level	Warrant Liabilities
Fair value as of July 28, 2020 (inception)	$	—		$	—		$	—
Initial measurement on September 29, 2020		4,373,333	3		8,200,000	3		12,573,333
Change in valuation inputs or other assumptions		266,667			500,00			766,667
Fair value as of September 30, 2020		4,640,000	3		8,700,000	3		13,340,000
Change in valuation inputs or other assumptions		3,816,000			7,406,667			11,222,667
Fair value as of December 31, 2020	$	8,456,000	3	$	16,106,667	1	$	24,562,667

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	5 Months Ended
	Sep. 29, 2020	Oct. 20, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)		$ 10.00	$ 11.50
Warrants per share price (in Dollars per share)	$ 0.82
Transaction costs			$ 18,252,382
Underwriting fees			6,400,000
Deferred underwriting fees			11,200,000
Other offering costs			$ 652,382
Net proceeds of initial public offering and certain of private placement		$ 320,000,000
Fair market value in the trust account, percentage			80.00%
Percentage of outstanding voting securities			50.00%
Bussiness combination, per share price (in Dollars per share)			$ 10.00
Net tangible assets			$ 5,000,001
Aggregate of public shares, percentage			15.00%
Redemption of public shares, percentage			100.00%
Dissolution expense			$ 100,000
Description of public shares			In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)	30,000,000		30,000,000
Per share price (in Dollars per share)	$ 10.00		$ 10.00
Generating gross proceeds	$ 300,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)		2,000,000
Per share price (in Dollars per share)		$ 10.00
Generating gross proceeds		$ 20,400,000	$ 8,000,000
Sale of warrants, shares (in Shares)			5,333,333
Warrants per share price (in Dollars per share)		$ 1.50	$ 1.50
Additional purchase of warrants, shares (in Shares)		266,667
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption of public shares, percentage			100.00%

Restatement of Previously Issued Financial Statements (Details)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Outstanding shares percentage	50.00%

Restatement of Previously Issued Financial Statements (Details) - Schedule of the restatement on each financial statement - USD ($)	2 Months Ended	5 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Sep. 29, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability
Ordinary Shares Subject to Possible Redemption	285,851,910	304,820,000	285,853,760
Class A Ordinary Shares	141	152	141
Additional Paid-in Capital	5,019,704	5,351,666	5,017,854
Accumulated Deficit	(20,698)	(352,617)
Shareholders’ Equity	5,000,010	5,000,001	5,000,010
Change in fair value of warrant liability
Net loss	$ (20,698)	$ (352,617)
Basic and diluted net loss per share, Class B (in Dollars per share)	$ 0.00	$ (0.05)
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 13,340,000	$ 24,562,667	12,573,333
Ordinary Shares Subject to Possible Redemption	(13,340,000)	(24,562,670)	(12,573,333)
Class A Ordinary Shares	134	245	126
Additional Paid-in Capital	766,533	11,989,092	(126)
Accumulated Deficit	(766,667)	(11,989,334)
Shareholders’ Equity	0	3	0
Change in fair value of warrant liability	766,667	(11,989,334)
Net loss	$ (766,667)	$ (11,989,334)
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.10)	$ (1.55)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 13,340,000	$ 24,562,667	12,573,333
Ordinary Shares Subject to Possible Redemption	275,511,910	280,257,330	273,280,427
Class A Ordinary Shares	275	397	267
Additional Paid-in Capital	5,786,237	17,340,758	5,017,728
Accumulated Deficit	(787,365)	(12,341,951)
Shareholders’ Equity	5,000,010	5,000,004	$ 5,000,010
Change in fair value of warrant liability	766,667	(11,989,334)
Net loss	$ (787,365)	$ (12,341,951)
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.10)	$ (1.60)

Summary of Significant Accounting Policies (Details)	5 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage \| $	$ 250,000
Class A ordinary shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants to purchase \| shares	16,266,667

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share	5 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$ 4,846
Net Earnings	4,846
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	(12,341,951)
Redeemable Net Earnings	(4,846)
Non-Redeemable Net Loss	$ (12,346,797)
Class A redeemable ordinary shares [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Basic and Diluted (in Shares) \| shares	31,553,191
Class A ordinary shares [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Earnings/Loss Basic and Diluted (in Dollars per share) \| $ / shares	$ 0.00
Class B non-redeemable ordinary shares [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Basic and Diluted (in Shares) \| shares	7,732,484
Class B ordinary shares [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Earnings/Loss Basic and Diluted (in Dollars per share) \| $ / shares	$ (1.60)

Initial Public Offering (Details) - $ / shares		1 Months Ended	5 Months Ended
Initial Public Offering (Details) - $ / shares	Sep. 29, 2020	Oct. 20, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Purchase price		$ 10.00	$ 11.50
Public warrant description			Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Aggregate purchase price, shares (in Shares)	30,000,000		30,000,000
Purchase price	$ 10.00		$ 10.00
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Aggregate purchase price, shares (in Shares)		2,000,000
Purchase price		$ 10.00

Private Placement (Details) - Sponsor [Member] - Private Placement [Member] - USD ($)	1 Months Ended	5 Months Ended
	Oct. 20, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Aggregate purchase price, shares		5,333,333
Purchase price		$ 1.50
Aggregate purchase price, amount		$ 8,000,000
Aggregate purchase price, shares	266,667
Purchase price per share	$ 1.50
Public warrant description	Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).
Aggregate purchase price, amount	$ 400,000

Related Party Transactions (Details) - USD ($)	1 Months Ended			5 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 20, 2020	Sep. 24, 2020	Jul. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Aggregate shares			1,125,000
Conversation of founder shares percentage			20.00%
Forfeited founder shares	625,000
Outstanding amount of founder Shares	8,000,000
Office space administrative		$ 10,000
Servicing Fee				$ 32,000
Unsecured Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount			$ 300,000
Outstanding amount of promissory note				$ 300,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid			$ 25,000
Aggregate shares	500,000
Business combination, description				The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Class B ordinary shares [Member]
Related Party Transactions (Details) [Line Items]
Shares consideration			8,625,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description				The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies (Details)	5 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($) $ / shares
Commitments and Contingencies Disclosure [Abstract]
Underwriting discount, per unit \| $ / shares	$ 0.35
Underwriters aggregate amount \| $	$ 11,200,000

Shareholders’ Equity (Details)	Dec. 31, 2020 $ / shares shares
Shareholders’ Equity (Details) [Line Items]
Preference shares, shares authorized	1,000,000
Preference stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Class A ordinary shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	450,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock shares, issued	3,974,267
Common stock shares, outstanding	3,974,267
Ordinary shares subject to possible redemption	28,025,733
Class B ordinary shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock shares, issued	8,000,000
Common stock shares, outstanding	8,000,000

Derivative Warrant Liabilities (Details) - $ / shares	5 Months Ended
Derivative Warrant Liabilities (Details) - $ / shares	Dec. 31, 2020	Oct. 20, 2020	Sep. 30, 2020	Sep. 29, 2020
Derivative Warrant Liabilities (Details) [Line Items]
Exceeds per share			$ 10.14	$ 10.12
Redemption warrants price				$ 0.82
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Private Placement [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption warrants price	$ 1.50	$ 1.50
Common Class A [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Exceeds per share	$ 18.00
Warrants for redemption description	● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Common Class A [Member] \| Private Placement [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants for redemption description	● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Redemption warrants price	$ 10.00

Fair Value Measurements (Details) - USD ($)			3 Months Ended	5 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2020	Sep. 29, 2020	Dec. 31, 2020	Dec. 31, 2020	Oct. 20, 2020
Fair Value Measurements (Details) [Line Items]
Assets held in the Trust Account			$ 320,004,846	$ 320,004,846
Warrants per share (in Dollars per share)		$ 0.82
Initial measurement			$ 16,106,667
Private Placement [Member]
Fair Value Measurements (Details) [Line Items]
Warrants per share (in Dollars per share)			$ 1.50	$ 1.50	$ 1.50
Aggregate values	$ 4,900,000	$ 4,400,000		$ 8,500,000
Warrant [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate values	$ 9,300,000	$ 8,200,000		$ 16,100,000

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	Dec. 31, 2020 USD ($)
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 320,004,846
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	16,106,667
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 8,456,000

Fair Value Measurements (Details) - Schedule of initial measurement - $ / shares	Sep. 30, 2020	Sep. 29, 2020
Schedule of initial measurement [Abstract]
Risk-free interest rate	0.30%	0.30%
Expected term to initial business combination (years)	219 days	219 days
Expected volatility	15.00%	15.00%
Exercise price	$ 11.50	$ 11.50
Fair value of Units	$ 10.14	$ 10.12

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	2 Months Ended	3 Months Ended
	Sep. 30, 2020	Dec. 31, 2020
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance		$ 4,640,000
Initial measurement	4,373,333
Change in valuation inputs or other assumptions	266,667	3,816,000
Ending balances	4,640,000	8,456,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance		8,700,000
Initial measurement	8,200,000
Change in valuation inputs or other assumptions	50,000	7,406,667
Ending balances	8,700,000	16,106,667
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance		13,340,000
Initial measurement	12,573,333
Change in valuation inputs or other assumptions	766,667	11,222,667
Ending balances	13,340,000	24,562,667
Level
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance		3
Initial measurement	3
Ending balances	3	3
Level
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Beginning balance		3
Initial measurement	3
Ending balances	$ 3	$ 1

Subsequent Events (Details) - Subsequent Event [Member]	Mar. 01, 2021 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Aggregate share consideration percentage	8.00%
Shares issued (in Shares) \| shares	46,700,000
Purchase price per share	$ 10.00
Aggregate gross proceeds (in Dollars) \| $	$ 467,000,000
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
FounderSharess (in Shares) \| shares	20.00
Delaware Vector Common Stock [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares, par value	$ 0.0001
Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares, par value	0.0001
Class B ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares, par value	$ 0.0001