Annual report pursuant to Section 13 and 15(d)

Cover Page

v3.21.1
Cover Page - USD ($)
4 Months Ended
Dec. 31, 2020
May 27, 2021
Document Information [Line Items]    
Document Type 10-K/A  
Document Annual Report true  
Document Transition Report false  
Amendment Flag true  
Entity Interactive Data Current Yes  
Document Period End Date Dec. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus FY  
Entity Registrant Name Investindustrial Acquisition Corp.  
Entity Central Index Key 0001825042  
Entity File Number 001-39720  
Entity Tax Identification Number 98-1556465  
Entity Incorporation, State or Country Code E9  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status 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  
Entity Address, Address Line One Suite 1  
Entity Address, Address Line Two 3rd Floor  
Entity Address, Address Line Three 11-12 St James’s Square  
Entity Address, City or Town London  
Entity Address, Country GB  
Entity Address, Postal Zip Code SW1Y 4LB  
Local Phone Number +44 20 7400 3333  
Title of 12(b) Security Shares of Class A Ordinary Shares included as part of the units  
Trading Symbol IIAC  
Security Exchange Name NYSE  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Public Float $ 414,977,500  
ICFR Auditor Attestation Flag false  
Amendment Description EXPLANATORY NOTE References throughout this Amendment No. 1 to the Annual Report on Form 10-K 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 Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Investindustrial Acquisition Corp. as of December 31, 2020, and for the period from September 7, 2020 (inception) to December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff concluded that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the balance sheet as opposed to equity. Since issuance in November 2020, in connection with our Initial Public Offering (our “IPO”) and Private Placement, our warrants (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our Warrants should be presented as liabilities with subsequent fair value remeasurement through earnings. In further consideration of the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. As a result of the factors described above, the Audit Committee of the Company, in consultation with its management, concluded that the Company’s previous audited balance sheet related to its IPO dated November 23, 2020, its unaudited pro forma balance sheet dated November 27, 2020, its quarterly unaudited financial statements as of September 30, 2020 and for the period from September 7, 2020 (inception) through September 30, 2020 and its audited financial statements as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020 (the “Affected Periods”) should no longer be relied upon. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in the Affected Periods. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the periods 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, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In connection with the restatement, management reassessed the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2020. For a discussion of management’s consideration of our disclosure controls and procedures see Part II, Item 9A, “Controls and Procedures” of this Form 10-K/A. Except as described above, no other information included in the Original Filing 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 Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   40,250,000
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   10,062,500
Capital Units [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 warrant  
Trading Symbol IIAC.U  
Security Exchange Name NYSE  
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A Ordinary Share at an exercise price of 11.5  
Trading Symbol IIAC WS  
Security Exchange Name NYSE