Cover Page - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Nov. 23, 2021 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Sep. 30, 2021 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q3 | |
| Entity File Number | 001-39720 | |
| Entity Registrant Name | INVESTINDUSTRIAL ACQUISITION CORP. | |
| Entity Central Index Key | 0001825042 | |
| Entity Tax Identification Number | 98-1556465 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Incorporation, State or Country Code | E9 | |
| Entity Address, Address Line One | Suite 1, 3rd Floor | |
| Entity Address, Address Line Two | 11-12 St James’s Square | |
| Entity Address, City or Town | London | |
| Entity Address, Country | GB | |
| Entity Address, Postal Zip Code | SW1Y 4LB | |
| City Area Code | 44 20 | |
| Local Phone Number | 7400 3333 | |
| Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
| Trading Symbol | IIAC | |
| Security Exchange Name | NYSE | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Shell Company | true | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Amendment Description | References throughout this Amendment No. 1 to the Quarterly Reports on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Investindustrial Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Reports on Form 10-Q of Investindustrial Acquisition Corp. as of March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the “Original Filings”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”, issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 23, 2020. Since issuance in November 2020, the Company has considered the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. After discussion and evaluation, including with our accounting advisors and our audit committee, Management has determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Management has also discussed this matter with our independent registered accountant. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management noted an adjustment between temporary equity and permanent equity should be made. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. On July 19, 2021, in conjunction with the Business Combination Agreement, the Company entered into a deal-contingent forward currency contract (the “Deal-Contingent Forward”) to purchase €305.0 million at set daily rates from October 13, 2021 through April 19, 2022. After discussion and evaluation with our audit committee, Management has determined that the Deal-Contingent Forward should have been recognized on the Balance Sheet at fair value with changes in fair value recognized within the Statement of Operations for the quarter ended September 30, 2021. Management has also discussed this matter with our independent registered accountant. As a result of the factors described above, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previous quarterly unaudited financial statements as of (i) March 31, 2021, as filed on Form 10-Q on June 1, 2021, (ii) June 30, 2021, as filed on Form 10-Q on August 13, 2021, and (iii) September 30, 2021 as filed on Form 10-Q on November 15, 2021 (the “Affected Periods”) should be restated and should no longer be relied upon. The change in accounting for the Class A ordinary shares and the Deal-Contingent Forward did not have any impact on our liquidity, net cash flows, revenues or costs of operating our business in the Affected Periods. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q to be filed as of and for the quarter ended September 30, 2021. We are filing this Amendment No. 1 to amend and restate the Original Filings with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 1. Financial Statements Part I, Item 4. Controls and Procedures Part II, Item 1A. Risk Factors Except as described above, no other information included in the Original Filings is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filings. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filings and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filings. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filings and with our filings with the SEC subsequent to the Original Filings. | |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | |
| Trading Symbol | IIAC.U | |
| Security Exchange Name | NYSE | |
| Redeemable warrants included as part of the units, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Redeemable warrants included as part of the units, each one whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
| Trading Symbol | IIAC WS | |
| Security Exchange Name | NYSE | |
| Class A ordinary shares [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 40,250,000 | |
| Class B ordinary shares [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 10,062,500 |