Cover Page - USD ($) |
7 Months Ended | |
---|---|---|
Dec. 31, 2020 |
Mar. 29, 2021 |
|
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | NAVSIGHT HOLDINGS, INC. | |
Entity Central Index Key | 0001816017 | |
Entity File Number | 001-39493 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1276957 | |
Entity Address, Address Line One | 12020 Sunrise Valley Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20191 | |
City Area Code | 571 | |
Local Phone Number | 500-2236 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
ICFR Auditor Attestation Flag | false | |
Entity Public Float | $ 230,230,000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Interactive Data Current | Yes | |
Document Annual Report | true | |
Document Transition Report | false | |
Documents Incorporated by Reference | None. | |
Amendment Description | NavSight Holdings, Inc. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 29, 2021, or the Original Filing, to restate our financial statements for the period ended December 31, 2020. We are also restating the financial statements as of December 31, 2020 in the accompanying financial statements included in this Annual Report, 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 common 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 common shares would be entitled to cash. In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, 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 Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s common 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 Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, 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. | |
Units | ||
Document Information [Line Items] | ||
Title of each class | Units, each consisting of one share of Class A Common Stock, $0.0001 par value per share, and one-half of one redeemable warrant | |
Trading Symbol(s) | NSH.U | |
Name of each exchange on which registered | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of each class | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol(s) | NSH | |
Name of each exchange on which registered | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of each class | Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock, at an exercise price of $11.50 per share | |
Trading Symbol(s) | NSH WS | |
Name of each exchange on which registered | NYSE |