Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 12, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | Starboard Value Acquisition Corp. | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | 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 | ||
Entity Central Index Key | 0001794905 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 407,872,641 | ||
Class A Ordinary Share and One Sixth of One Redeemable Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | SVACU | ||
Title of 12(b) Security | one share of Class A Common Stock and one-sixth of one Redeemable Warrant | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 40,423,453 | ||
Trading Symbol | SVAC | ||
Title of 12(b) Security | Class A Common Stock | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,105,863 | ||
Redeemable Warrants | |||
Document Information [Line Items] | |||
Trading Symbol | SVACW | ||
Title of 12(b) Security | Redeemable Warrants | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 2,557,154 | $ 72,751 |
Prepaid expenses | 223,840 | |
Total Current Assets | 2,780,994 | 72,751 |
Deferred offering costs associated with the initial public offering | 312,489 | |
Investments held in Trust Account | 404,403,316 | |
Total Assets | 407,184,310 | 385,240 |
Current liabilities: | ||
Accounts payable | 12,223 | 253,937 |
Accrued expenses | 70,000 | |
Franchise tax payable | 200,841 | 565 |
Note payable - related party | 107,062 | |
Total Current Liabilities | 283,064 | 361,564 |
Deferred legal fees | 250,000 | |
Deferred underwriting commissions in connection with the initial public offering | 18,190,554 | |
Total Liabilities | 18,723,618 | 361,564 |
Commitments and Contingencies | ||
Class A common stock; 38,349,052 shares subject to possible redemption at $10.00 per share | 383,460,690 | |
Stockholders' Equity | ||
Additional paid-in capital | 5,205,681 | 23,965 |
Accumulated deficit | (206,898) | (1,324) |
Total Stockholders' equity | 5,000,002 | 23,676 |
Total Liabilities and Stockholders' Equity | 407,184,310 | 385,240 |
Class A common stock | ||
Stockholders' Equity | ||
Common stock | 208 | |
Class B common stock | ||
Stockholders' Equity | ||
Common stock | $ 1,011 | $ 1,035 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Shares subject to possible redemption | 38,346,069 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares outstanding | 40,423,453 |
Class A common stock | |
Shares subject to possible redemption | 38,346,069 |
Shares subject to possible redemption, par value per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 2,077,384 |
Common stock, shares outstanding | 2,077,384 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 10,105,863 |
Common stock, shares outstanding | 10,105,863 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
General and administrative expenses | $ 759 | $ 138,416 | |
Administrative expenses - related party | 35,668 | ||
Franchise tax expense | 565 | 200,276 | |
Loss from operations | (1,324) | (374,360) | |
Other income: | |||
Net gain on investments held in Trust Account | 168,786 | ||
Net loss | $ (1,324) | (205,574) | |
Class A common stock | |||
Franchise tax expense | (169,000) | ||
Other income: | |||
Net gain on investments held in Trust Account | $ 169,000 | ||
Weighted average shares outstanding of common stock | 40,058,214 | ||
Class B common stock | |||
General and administrative expenses | $ 174,000 | ||
Franchise tax expense | (31,000) | ||
Other income: | |||
Net loss | $ 205,000 | ||
Weighted average shares outstanding of common stock | [1] | 9,000,000 | 9,302,148 |
Basic and diluted net income(loss) per share | $ 0 | $ (0.02) | |
[1] | This number excludes up to 1,350,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On September 18, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 4,423,453 Units; thus, only 244,137 Class B ordinary shares were forfeited accordingly. (see Note 4) |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Over-allotment - shares | Sep. 18, 2020 | Sep. 23, 2020 | Dec. 31, 2019 |
Number of units issued | 4,423,453 | ||
Class B common stock | |||
Maximum shares subject to forfeiture | 1,350,000 | ||
Class B common stock forfeited (in shares) | 244,137 | 244,137 | 1,350,000 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Class B common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Nov. 13, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Nov. 13, 2019 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of units in initial public offering, gross Offering costs | $ 1,035 | 23,965 | 25,000 | |||
Sale of units in initial public offering, gross Offering costs (in shares) | (10,350,000) | |||||
Net loss | (1,324) | (1,324) | ||||
Balance at the end at Dec. 31, 2019 | $ 1,035 | 23,965 | (1,324) | 23,676 | ||
Balance at the end (in shares) at Dec. 31, 2019 | 10,350,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of units in initial public offering, gross Offering costs | $ 4,042 | 404,230,488 | 404,234,530 | |||
Sale of units in initial public offering, gross Offering costs (in shares) | 40,423,453 | |||||
Sale of private placement warrants to Sponsor in private placement | 10,084,691 | 10,084,691 | ||||
Offering costs | (25,676,631) | (25,676,631) | ||||
Class B common stock forfeited | $ (24) | 24 | ||||
Common stock subject to possible redemption | $ (3,834) | (383,456,856) | (383,460,690) | |||
Common stock subject to possible redemption (in shares) | (38,346,069) | |||||
Net loss | $ 205,000 | (205,574) | (205,574) | |||
Balance at the end at Dec. 31, 2020 | $ 208 | $ 1,011 | $ 5,205,681 | $ (206,898) | $ 5,000,002 | |
Balance at the end (in shares) at Dec. 31, 2020 | 2,077,384 | 10,105,863 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class B common stock forfeited (in shares) | (244,137) |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Over-allotment - shares | Sep. 18, 2020 | Sep. 23, 2020 | Dec. 31, 2019 |
Number of units issued | 4,423,453 | ||
Class B common stock | |||
Class B common stock forfeited (in shares) | 244,137 | 244,137 | 1,350,000 |
Maximum shares subject to forfeiture | 1,350,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,324) | $ (205,574) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net gain from investments held in Trust Account | (168,786) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (223,840) | |
Accounts payable | 760 | 620 |
Franchise tax payable | 565 | 200,276 |
Net cash provided by (used in) operating activities | 1 | (397,304) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (404,234,530) | |
Net cash used in investing activities | (404,234,530) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from note payable to related parties | 100,000 | 41,500 |
Repayment of note payable to related party | (141,500) | |
Proceeds received from initial public offering, gross | 404,234,530 | |
Proceeds received from private placement | 10,084,691 | |
Offering costs paid | (52,250) | (7,102,984) |
Net cash provided by financing activities | 72,750 | 407,116,237 |
Net Change in Cash | 72,751 | 2,484,403 |
Cash - Beginning of period | 72,751 | |
Cash - End of period | 72,751 | 2,557,154 |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accounts payable | 253,177 | 7,666 |
Offering costs included in accrued expenses | 70,000 | |
Offering costs funded with note payable | $ 7,062 | 7,062 |
Deferred underwriting commissions in connection with the initial public offering | 18,190,554 | |
Deferred legal fees | 250,000 | |
Initial value of Class A common stock subject to possible redemption | 341,051,610 | |
Change in initial value of Class A common stock subject to possible redemption | 42,409,080 | |
Forfeiture of Class B common stock | $ 24 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Starboard Value Acquisition Corp. (the “Company”) was incorporated in Delaware on November 14, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 14, 2019 (inception) to December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31 st as its fiscal year end. The Company’s sponsor is SVAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering became effective on September 9, 2020. On September 14, 2020, the Company consummated its Initial Public Offering of 36,000,000 units (the “Units” and, with respect to the Class A common stock, par value $0.0001 per share, included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $360.0 million, and incurring offering costs of approximately $23.0 million, inclusive of $16.2 million in deferred underwriting commissions (Note 5). The underwriters were granted a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 18, 2020, the underwriters partially exercised the over-allotment option and on September 23, 2020, purchased an additional 4,423,453 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $44.2 million, and incurred additional offering costs of approximately $2.7 million (net of approximately $221,000 in reimbursement for certain expenses from the underwriters), including approximately $2.0 million in deferred underwriting fees. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,133,333 warrants (the “Private Placement Warrants”) to the Sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9.2 million. In connection with the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 589,794 Private Placement Warrants, generating gross proceeds to the Company of approximately $0.9 million. Upon the closing of the Initial Public Offering, the Private Placement and the sale of the Over-Allotment Units and 589,794 additional Private Placement Warrants, $404.2 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placement, the Over-Allotment Units and the additional Private Placement Warrants were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a‑7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriting discount and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Initial Business Combination and a majority of the shares voted are voted in favor of the Initial Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with an InitialBusiness Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of an Initial Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an Initial Business Combination. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination within the time frame described below, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or September 14, 2022 (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 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 on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Sponsor and the Company’s officers and directors should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete an Initial Business Combination within in 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 entered into a transaction agreement reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable or 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. 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 (except for 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. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $2.6 million in its operating bank account, and working capital of approximately $2.5 million. The Company’s liquidity needs to date have been satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note (as defined below in Note 4) of approximately $141,000 (see Note 4) from the Sponsor, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 14, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below in Note 4). As of December 31, 2020, there were no Working Capital Loans outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information 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 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 stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ 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 had no cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 38,346,069 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,197,611 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $169,000, net of applicable franchise taxes of approximately $169,000 for the year ended December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the year ended December 31, 2020 is calculated by dividing the general and administration expenses of approximately $174,000 and franchise taxes of approximately $31,000, resulting in a net loss of approximately $205,000, by the weighted average number of Class B common stock outstanding for the period. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On September 14, 2020, the Company consummated its Initial Public Offering of 36,000,000 Units at $10.00 per Unit, generating gross proceeds of $360.0 million, and incurring offering costs of approximately $23.0 million, inclusive of $16.2 million in deferred underwriting commissions. The underwriters were granted a 45‑day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 18, 2020, the underwriters partially exercised the over-allotment option and on September 23, 2020, purchased an additional 4,423,453 Units, generating gross proceeds of approximately $44.2 million, and incurring additional offering costs of approximately $2.7 million (net of approximately $221,000 in reimbursement for certain expenses from the underwriters), including approximately $2.0 million in deferred underwriting fees. Each Unit consists of one share of Class A common stock, and one-sixth of one redeemable warrant (or 6,737,242 redeemable warrants in the aggregate, assuming no exercise of the underwriters’ over-allotment option) (each, a “Detachable Redeemable Warrant”) and a contingent right to receive at least one-sixth of one redeemable warrant following the Initial Business Combination Redemption Time (as defined below) under certain circumstances and subject to adjustments (the “Distributable Redeemable Warrants”). Each Public Warrant (as defined below) entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). The Company’s Certificate of Incorporation provides that, at the distribution time (as defined below), the Company will effect a distribution of a number of warrants equal to the number of Units issued in the Initial Public Offering multiplied by one-sixth (the “Aggregate Warrant Amount”) as follows: (i) to the extent that no Public Stockholders redeem their Public Shares in connection with the Initial Business Combination, each Public Stockholder will receive one-sixth of one Distributable Redeemable Warrant per Public Share and (ii) to the extent that any Public Stockholders redeem any of their Public Shares in connection with the Initial Business Combination, then (A) one-sixth of one Distributable Redeemable Warrant will be distributed per each Public Share that was not redeemed (the “Remaining Public Shares”) and (B) the warrants in an amount equal to the Aggregate Warrant Amount less the number of warrants distributed pursuant to the foregoing clause (A) will be distributed on a pro rata basis to (x) the holders of the Remaining Public Shares based on their percentage of Class A common stock held after redemptions and the issuance of any forward purchase shares, as Distributable Redeemable Warrants and (y) the holders of the forward purchase shares based on their percentage of Class A common stock held after redemptions and the issuance of any forward purchase shares, as private placement warrants. Public Stockholders who exercise their redemption rights are not entitled to receive any distribution of Distributable Redeemable Warrants in respect of such redeemed Public Shares. The right of any Public Stockholder to receive any additional Distributable Redeemable Warrants with respect to each Public Share they hold is contingent upon such share not being redeemed in connection with the Initial Business Combination. The number of Distributable Redeemable Warrants to be distributed in respect of each share of unredeemed Class A common stock is contingent upon the aggregate number of Public Shares that are redeemed in connection with the Initial Business Combination. The right to receive Distributable Redeemable Warrants will remain attached to the Class A common stock and will not be separately transferable, assignable or salable. The Distributable Redeemable Warrants will be distributed at the “distribution time,” which will be immediately after the Initial Business Combination Redemption Time and immediately before the closing of the Initial Business Combination. The Distributable Redeemable Warrants, together with the Detachable Redeemable Warrants, are collectively referred to herein as the “Public Warrants”. The “Initial Business Combination Redemption Time” means the time at which the Company redeems the shares of Class A common stock that the holders thereof have elected to redeem in connection with the Initial Business Combination, which will occur prior to the consummation of the Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On November 27, 2019, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In June 2020, the Sponsor transferred (i) 431,250 Founder Shares to Martin D. McNulty, Jr., the Company’s Chief Executive Officer and a member of the board of directors and (ii) 25,000 Founder Shares to each of Pauline J. Brown, Michelle Felman and Lowell Robinson. In July 2020, the Sponsor transferred 25,000 Founder Shares to Robert L. Greene. On September 9, 2020, the Company effected a 1.2:1 share capitalization, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor and the Company’s Chief Executive Officer agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 23, 2020, upon the underwriters’ partial exercise of the over-allotment, an aggregate of 244,137 Founder Shares were forfeited by the Sponsor and the Company’s Chief Executive Officer. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until (A) one year after the date of the consummation of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,133,333 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9.2 million. In connection with the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 589,794 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of approximately $0.9 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On November 27, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of October 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately $141,000 under the Note and fully repaid the Note on September 14, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an Initial 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. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provides that, commencing on the date that the securities of the Company are first listed on The Nasdaq Stock Market LLC and continuing until the earlier of the Company’s consummation of an Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The Company incurred approximately $36,000 for expenses in connection with the Administrative Services Agreement from the listing date through December 31, 2020, which is reflected in the accompanying statements of operations. As of December 31, 2020, there was $10,000 payable. The Sponsor, the Company’s executive officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Forward Purchase Agreement On September 9, 2020, certain clients of Starboard Value LP, a Delaware limited partnership, which are also the majority-owners of the Sponsor, entered into a forward purchase agreement (the “forward purchase agreement”) with the Company, pursuant to which such clients (the “forward purchasers”) will purchase shares of the Company’s Class A common stock (“forward purchase shares”) at a price equal to $9.50 per share, in a private placement that will close simultaneously with the closing of the Initial Business Combination. At the closing, the forward purchasers will purchase the number of forward purchase shares from the Company that would result in net proceeds in an aggregate amount necessary to satisfy the aggregate payment obligations resulting from the exercise of redemption rights by holders of the Public Shares in connection with the Initial Business Combination (the “Redemption Obligation”), subject to a maximum funding commitment by the forward purchasers of $100.0 million. In addition, in connection with their purchase of any forward purchase shares, the forward purchasers will acquire private placement warrants at the distribution time. The forward purchasers have agreed that they will not redeem any Class A common stock held by them in connection with the Initial Business Combination. The forward purchase shares are identical to the shares of Class A common stock included in the Units, except that the forward purchase shares are subject to transfer restrictions and certain registration rights, as described herein, and there is no contingent right to receive Distributable Redeemable Warrants attached to the forward purchase shares. Rather, in connection with their purchase of any forward purchase shares, the forward purchasers will acquire private placement warrants. Optional Share Purchase Agreement In addition, on September 9, 2020, the Company entered into an agreement with the forward purchasers, pursuant to which the forward purchasers may, at their option in whole or in part, anytime or from time to time during the 6‑month period following the closing of the Initial Business Combination, purchase additional common equity of the surviving entity in the Initial Business Combination at a price of $10.00 per share (or other relevant equity interest) (the “optional shares”) for aggregate consideration not to exceed the difference between (i) $150.0 million and (ii) the lesser of (a) the Redemption Obligation or (b) $100.0 million (the “optional share purchase agreement”). Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company has agreed to use its commercially reasonable efforts to (i) within 30 days after the closing of the Initial Business Combination, file a registration statement with the SEC for a secondary offering of the forward purchase shares and any private placement warrants (including the shares of common stock issuable upon exercise thereof) issued to the forward purchasers, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after such closing and (iii) maintain the effectiveness of such registration statement, until the earlier of (A) the date on which the forward purchasers cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement. The Company will bear the costs of registering the forward purchase shares and private placement warrants. The optional share purchase agreement provides that the forward purchasers are entitled to certain registration rights with respect to their optional shares. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, and were paid approximately $8.1 million in the aggregate, upon the closing of the Initial Public Offering and the sale of Over-Allotment Units. The underwriters agreed and paid approximately $2.0 million to the Company to reimburse certain of the Company’s expenses in connection with the Initial Public Offering and the sale of Over-Allotment Units. An additional fee of $0.45 per Unit, or $18.2 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company obtained legal advisory service with a legal counsel firm in connection with the Initial Public Offering and agreed to pay the legal counsel firm an amount of $250,000 solely in the event that the Company completes an Initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6—Stockholders’ Equity Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $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. As of December 31, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 40,423,453 shares of Class A common stock outstanding, including 38,346,069 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheet. As of December 31, 2019, there were no shares of Class A common stock issued or outstanding. Class B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. In November 2019, the Company issued 8,625,000 shares of Class B common stock. On September 9, 2020, the Company effected a share capitalization, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor and the Company’s Chief Executive Officer agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 23, 2020, upon the underwriters’ partial exercise of the over-allotment, an aggregate of 244,137 Founder Shares were forfeited by the Sponsor and the Company’s Chief Executive Officer. As of December 31, 2020 and December 31, 2019, there were 10,105,863 and 10,350,000 shares of Class B common stock outstanding, respectively. Prior to the Initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of the Certificate of Incorporation may only be amended if approved by the holders of at least 90% of the Company’s common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the Initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single class, with each share entitling the holder to one vote. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination (other than the forward purchase shares and the private placement warrants delivered pursuant to the forward purchase agreement), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the Initial Business Combination), excluding the forward purchase shares and private placement warrants delivered pursuant to the forward purchase agreement, any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Once the warrants become exercisable, the Company may call the Public Warrants for redemption: · 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; and · if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock (including both Public Warrants and Private Placement 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 prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table described in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; · if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; · if, and only if, the Private Placement Warrants and the private placement warrants to be issued pursuant to the forward purchase agreement are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and · if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given, or an exemption from registration is available. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) 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, and (ii) without taking into account (A) the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) or (B) any private placement warrants issued pursuant to the forward purchase agreement (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 the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial 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, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Significant Significant Quoted Other Other Prices in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 404,400,376 $ — $ — (1) Excludes $2,940 of cash held in the Trust Account as of December 31, 2020. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 8—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the year ended December 31, 2020 and for the period from November 14, 2019 (inception) through December 31, 2019. The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 6,596 Net operating loss carryforwards 36,574 Total deferred tax assets 43,170 Valuation allowance (43,170) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. 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 subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0) % Income Taxes Benefit % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 9—Subsequent Events On February 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mundo Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 1”), Mundo Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub 2”), Cyxtera Technologies, Inc., a Delaware corporation (“Cyxtera”), and Mundo Holdings, Inc. (“NewCo”), a Delaware corporation and wholly-owned subsidiary of SIS Holdings LP, a Delaware limited partnership (“Cyxtera Stockholder”), which provides for, among other things, (i) Cyxtera to be contributed to Newco by the Cyxtera Stockholder, with Cyxtera becoming a wholly-owned subsidiary of Newco, (ii) Merger Sub 1 to be merged with and into NewCo (the “First Merger”), with NewCo surviving the First Merger as a wholly-owned subsidiary of the Company and Merger Sub 1 ceasing to exist, and (iii) immediately following the First Merger, NewCo to be merged with and into Merger Sub 2 (the “Second Merger”, and together with the First Merger and the other transactions contemplated by the Merger Agreement, the “Cyxtera Business Combination”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of the Company and NewCo ceasing to exist. As a result of the Cyxtera Business Combination, Cyxtera and the various operating subsidiaries of Cyxtera will become subsidiaries of the Company, with the Cyxtera Stockholder becoming a stockholder of the Company. Upon closing of the Cyxtera Business Combination, the Company will be renamed “Cyxtera Technologies, Inc.” As a consequence of the Cyxtera Business Combination, each issued and outstanding Founder Share will automatically convert into a share of Class A common stock on a one-for-one basis. The Cyxtera Business Combination is expected to close mid‑2021, following the receipt of the required approval by the Company’s stockholders and the fulfillment of other customary closing conditions. In connection with the Merger Agreement, the Cyxtera Stockholder entered into a Stockholder Support Agreement with the Company and Cyxtera (the “Stockholder Support Agreement”), pursuant to which, among other things, the Cyxtera Stockholder agreed to (i) provide its consent to the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the mergers and the pre-closing restructuring, and (ii) take all actions necessary or appropriate to contribute its equity securities in Cyxtera to NewCo and otherwise cause the pre-closing restructuring to occur in accordance with the Merger Agreement. In addition, the Cyxtera Stockholder agreed not to transfer any equity securities of Cyxtera or NewCo until the date upon which the Stockholder Support Agreement expires, except as contemplated by the Stockholder Support Agreement. Further, the Sponsor and the other holders of the Founder Shares (together with the Sponsor, the “Insiders”) entered into a Sponsor Support Agreement with the Company and Cyxtera (the “Sponsor Support Agreement”), pursuant to which, among other things, each Insider agreed to (i) vote all Class A common stock and Class B common stock owned by it, him or her (all such common stock, the “Covered Shares”) in favor of the transactions contemplated by the Merger Agreement, including the mergers, and each other proposal related thereto included on the agenda for the special meeting of stockholders related thereto and (ii) not redeem, or seek to redeem, any Covered Shares owned by it, him or her in connection with the stockholder approval of the Cyxtera Business Combination. In addition, each Insider agreed, subject to certain exceptions, not to transfer, as applicable, any shares of Class B common stock, Private Placement Warrants (or shares of Class A common stock issued or issuable upon the exercise of Private Placement Warrants) or other equity securities of SVAC until the date upon which the Sponsor Support Agreement expires. Solely in connection with and only for the purpose of the transactions contemplated by the Merger Agreement, each Insider irrevocably and unconditionally waived and agreed not to assert, claim or perfect any rights to adjustment or other anti-dilution protection with respect to the rate that the shares of Class B common stock held by him, her or it converts into Class A common stock pursuant to Section 4.3 of the Company’s Certificate of Incorporation or any other anti-dilution protections or other adjustment or similar protections that arise in connection with the Cyxtera Business Combination. In addition, Cyxtera and the forward purchasers entered into a letter agreement related to the optional share purchase agreement, pursuant to which letter agreement the forward purchasers agreed not to purchase optional shares in an aggregate amount exceeding $75,000,000 for all forward purchasers. In connection with the Merger Agreement, the Company also entered into separate subscription agreements, dated February 21, 2021, with certain investors, pursuant to which the Company has agreed to issue and sell, in private placements to close immediately prior to the closing of the Cyxtera Business Combination, an aggregate of 25,000,000 shares of Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, of which certain clients of Starboard Value LP have committed to purchase, on the same terms as the other subscribers, an aggregate of 6,000,000 shares of Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $60,000,000. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that, other than as described above, there have been no events that have occurred that would require adjustments to the disclosures in the financial statements |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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 had no cash equivalents as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock 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, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 38,346,069 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,197,611 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $169,000, net of applicable franchise taxes of approximately $169,000 for the year ended December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the year ended December 31, 2020 is calculated by dividing the general and administration expenses of approximately $174,000 and franchise taxes of approximately $31,000, resulting in a net loss of approximately $205,000, by the weighted average number of Class B common stock outstanding for the period. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Significant Significant Quoted Other Other Prices in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 404,400,376 $ — $ — (1) Excludes $2,940 of cash held in the Trust Account as of December 31, 2020. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of Company's net deferred tax assets | December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 6,596 Net operating loss carryforwards 36,574 Total deferred tax assets 43,170 Valuation allowance (43,170) Deferred tax asset, net of allowance $ — |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit) | December 31, 2020 Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0) % Income Taxes Benefit % |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | Sep. 23, 2020 | Sep. 18, 2020 | Sep. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Reimbursement for certain expenses from underwriters | $ 2,000,000 | ||||
Cash underwriting fees | 8,100,000 | ||||
Deferred underwriting commissions in connection with the initial public offering | 18,190,554 | ||||
Investment of Cash into Trust Account | $ 404,234,530 | ||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Cash operating bank account | $ 72,751 | 2,557,154 | |||
Working capital | 2,500,000 | ||||
Aggregate purchase price | $ 25,000 | 404,234,530 | |||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | 25,000 | ||||
Loan from the Sponsor | $ 141,000 | $ 141,000 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 36,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares authorized | 5,400,000 | ||||
Share price per share | $ 10 | ||||
Gross proceeds from sale of units | $ 360,000,000 | ||||
Number of warrants issued | 1 | ||||
Other offering costs | $ 23,000,000 | ||||
Deferred underwriting commissions in connection with the initial public offering | $ 16,200,000 | ||||
Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 4,423,453 | ||||
Common stock, shares authorized | 4,423,453 | 5,400,000 | |||
Share price per share | $ 10 | ||||
Gross proceeds from sale of units | $ 44,200,000 | ||||
Reimbursement for certain expenses from underwriters | 221,000 | ||||
Other offering costs | 2,700,000 | ||||
Deferred underwriting commissions in connection with the initial public offering | $ 2,000,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 6,133,333 | ||||
Exercise price of warrants | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 9,200,000 | ||||
Private Placement | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | 589,794 | ||||
Exercise price of warrants | $ 1.50 | ||||
Proceeds from sale of Private Placement Warrants | $ 900,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Temporary Equity, Shares Outstanding | shares | 38,346,069 |
Cash equivalents | $ 0 |
Cash, FDIC Insured Amount | $ 250,000 |
NAV of investments held in the Trust Account | $ / shares | $ 1 |
Deferred tax asset | $ 43,170 |
Valuation allowance on deferred tax asset | 43,170 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Net Loss Per Common Share (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Gain (Loss) on Investments | $ 168,786 | |
Net loss | $ (1,324) | (205,574) |
General and administrative expenses | 759 | 138,416 |
Franchise tax expense | $ 565 | 200,276 |
Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Gain (Loss) on Investments | 169,000 | |
Franchise tax expense | (169,000) | |
Class B common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | 205,000 | |
General and administrative expenses | 174,000 | |
Franchise tax expense | $ (31,000) | |
Redeemable warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded since their inclusion would be anti-dilutive | 20,197,611 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Sep. 23, 2020 | Sep. 18, 2020 | Sep. 14, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred underwriting fee payable | $ 18,190,554 | |||
Reimbursement for certain expenses from underwriters | 2,000,000 | |||
Investment of Cash into Trust Account | $ 404,234,530 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price | $ 11.50 | $ 9.20 | ||
Redeemable Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 6,737,242 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 36,000,000 | |||
Gross proceeds from sale of units | $ 360,000,000 | |||
Other offering costs | 23,000,000 | |||
Deferred underwriting fee payable | $ 16,200,000 | |||
Share price per share | $ 10 | |||
Common shares, shares authorized (in shares) | 5,400,000 | |||
Unit Price | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of shares issuable per warrant | 1 | |||
Number of warrants in a unit | 0.16 | |||
Exercise price | $ 11.50 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 4,423,453 | |||
Gross proceeds from sale of units | $ 44,200,000 | |||
Other offering costs | 2,700,000 | |||
Deferred underwriting fee payable | 2,000,000 | |||
Share price per share | $ 10 | |||
Reimbursement for certain expenses from underwriters | $ 221,000 | |||
Common shares, shares authorized (in shares) | 4,423,453 | 5,400,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Sep. 23, 2020shares | Sep. 14, 2020USD ($)$ / sharesshares | Sep. 09, 2020shares | Nov. 27, 2019USD ($)$ / sharesshares | Jul. 31, 2020shares | Jun. 30, 2020shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)D$ / sharesshares | Sep. 18, 2020shares | Nov. 30, 2019shares |
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 404,234,530 | ||||||||
Administrative expenses incurred | $ | $ 35,668 | |||||||||
Common shares, shares outstanding (in shares) | 40,423,453 | |||||||||
Common stock, shares outstanding | 40,423,453 | |||||||||
Proceeds from Related Party Advances | $ | $ 300,000 | $ 100,000 | $ 41,500 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 9.20 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||
Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Issuance of Warrants | $ | $ 9,200,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,133,333 | |||||||||
Class of Warrant or Right, Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||
Founder Shares | Martin D. McNulty | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares forfeited | 1,350,000 | |||||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Loan from the Sponsor | $ | $ 141,000 | 141,000 | ||||||||
Payments For Office Space And Administrative Support Services Per Month | $ | 10,000 | |||||||||
Administrative expenses incurred | $ | 36,000 | |||||||||
Amount payable under the Administrative Services Agreement | $ | $ 10,000 | |||||||||
Sponsor | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Issuance of Warrants | $ | $ 900,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 589,794 | |||||||||
Class of Warrant or Right, Price of Warrants or Rights | $ / shares | $ 1.50 | |||||||||
Sponsor | Founder Shares | Over-allotment | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||||||
Sponsor | Founder Shares | Martin D. McNulty | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 431,250 | |||||||||
Sponsor | Founder Shares | Martin D. McNulty | Over-allotment | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares subject to forfeiture (in shares) | 244,137 | |||||||||
Sponsor | Founder Shares | Pauline J. Brown | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 25,000 | |||||||||
Sponsor | Founder Shares | Robert L. Greene | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 25,000 | |||||||||
Sponsor | Founder Shares | Michelle Felman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 25,000 | |||||||||
Sponsor | Founder Shares | Lowell Robinson | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred | 25,000 | |||||||||
Class B common stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common shares, shares outstanding (in shares) | 10,350,000 | 10,350,000 | 10,105,863 | |||||||
Common stock, shares issued | 10,105,863 | 8,625,000 | ||||||||
Common stock, shares outstanding | 10,350,000 | 10,350,000 | 10,105,863 | |||||||
Class B common stock | Over-allotment | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares forfeited | 244,137 | 1,350,000 | 244,137 | |||||||
Class B common stock | Founder Shares | Martin D. McNulty | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares under forfeiture | $ | $ 1,350,000 | |||||||||
Class B common stock | Sponsor | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 8,625,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Capitalization ratio | 1.2 | |||||||||
Common shares, shares outstanding (in shares) | 10,350,000 | |||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||
Common stock, shares outstanding | 10,350,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Details) - Related Party Loans $ / shares in Units, $ in Millions | Dec. 31, 2020USD ($)$ / shares |
Related Party Transaction [Line Items] | |
Maximum loans convertible into warrants | $ | $ 1.5 |
Price of warrants (in dollars per share) | $ / shares | $ 1.50 |
Commitments and Contingencies -
Commitments and Contingencies - Forward Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2020 | Sep. 14, 2020 | Sep. 09, 2020 |
Commitments And Contingencies [Line Items] | |||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 9.20 | $ 11.50 | |
Forward Purchase Agreement | |||
Commitments And Contingencies [Line Items] | |||
Maximum funding commitment | $ 100 | ||
Exercise Price | $ 9.50 | ||
Optional Share Purchase Agreement | |||
Commitments And Contingencies [Line Items] | |||
Exercise Price | $ 10 | ||
Threshold amount for calculating consideration first value | $ 150 | ||
Optional Share Purchase Agreement | Maximum | |||
Commitments And Contingencies [Line Items] | |||
Threshold amount for reduction from first value | $ 100 |
Commitments and Contingencies_2
Commitments and Contingencies - Administrative Services Agreement and Underwriting Agreement (Details) - USD ($) | Sep. 23, 2020 | Sep. 18, 2020 | Dec. 31, 2020 | Sep. 14, 2020 |
Commitments And Contingencies [Line Items] | ||||
Deferred Legal Fees | $ 250,000 | |||
Underwriting discount per unit | $ 0.20 | |||
Underwriting discount amount paid | $ 8,100,000 | |||
Reimbursement for certain expenses from underwriters | $ 2,000,000 | |||
Deferred fee per unit | $ 0.45 | |||
Deferred underwriting fee payable | $ 18,190,554 | |||
Over-allotment | ||||
Commitments And Contingencies [Line Items] | ||||
Common Stock, Shares Authorized | 4,423,453 | 5,400,000 | ||
Number of units issued | 4,423,453 | |||
Reimbursement for certain expenses from underwriters | $ 221,000 | |||
Deferred underwriting fee payable | $ 2,000,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 12 Months Ended | ||||||
Dec. 31, 2020USD ($)Vote$ / sharesshares | Sep. 23, 2020shares | Sep. 18, 2020shares | Sep. 14, 2020shares | Sep. 09, 2020shares | Dec. 31, 2019$ / sharesshares | Nov. 30, 2019shares | |
Class of Stock [Line Items] | |||||||
Common shares, shares outstanding (in shares) | 40,423,453 | ||||||
Shares subject to possible redemption | 38,346,069 | ||||||
Common shares, votes per share | Vote | 1 | ||||||
Founder Shares | Martin D. McNulty | |||||||
Class of Stock [Line Items] | |||||||
Class B common stock forfeited (in shares) | 1,350,000 | ||||||
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 2,077,384 | 0 | |||||
Common shares, shares outstanding (in shares) | 2,077,384 | 0 | |||||
Shares subject to possible redemption | 38,346,069 | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 10,105,863 | 8,625,000 | |||||
Common shares, shares outstanding (in shares) | 10,105,863 | 10,350,000 | 10,350,000 | ||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||||
Conversion ratio | 20 | ||||||
Class B common stock | Founder Shares | Martin D. McNulty | |||||||
Class of Stock [Line Items] | |||||||
Number of shares under forfeiture | $ | $ 1,350,000 | ||||||
Over-allotment | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 4,423,453 | 5,400,000 | |||||
Over-allotment | Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Class B common stock forfeited (in shares) | 244,137 | 244,137 | 1,350,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2020D$ / shares | Sep. 14, 2020$ / shares | |
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold maximum period for filing registration statement after business combination | 15 days | |
Public Warrants expiration term | 5 years | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days determining volume weighted average price | 20 days | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) | 180 | |
Exercise price of warrant | $ 9.20 | $ 11.50 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 10.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable | ||
Class of Warrant or Right [Line Items] | ||
Class Of Warrant Or Right Redemption Period | 90 days | |
Class A common stock | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Class A common stock | Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash held in the Trust Account | $ 2,940 | |
Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfer of assets from level 1 to level 2 | 0 | |
Transfer of assets from level 2 to level 1 | 0 | |
Transfers to / from Level 3 | 0 | |
Level 1 | U.S. Treasury Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investments held in Trust Account | $ 404,400,376 | [1] |
[1] | Excludes $2,940 of cash held in the Trust Account as of December 31, 2020. |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Start-up/Organization costs | $ 6,596 |
Net operating loss carryforwards | 36,574 |
Total deferred tax assets | 43,170 |
Valuation allowance | $ (43,170) |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate Reconciliation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Statutory Federal income tax rate | 21.00% |
Change in Valuation Allowance | (21.00%) |
Income Taxes Benefit | 0.00% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Unrecognized tax benefits | $ 0 |
Amount accrued for the payment of interest and penalties | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event | Feb. 21, 2021USD ($)$ / sharesshares |
Cyxtera Technologies, Inc | |
Subsequent Event [Line Items] | |
Threshold maximum optional shares that can be purchased by the forward purchasers | $ | $ 75,000,000 |
Class A common stock | Private Placement | |
Subsequent Event [Line Items] | |
Number of shares to be issued in transaction (in shares) | shares | 25,000,000 |
Purchase price (in dollars per share) | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 250,000,000 |
Class A common stock | Subscription agreement with certain clients of Starboard Value LP | |
Subsequent Event [Line Items] | |
Number of shares to be issued in transaction (in shares) | shares | 6,000,000 |
Purchase price (in dollars per share) | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 60,000,000 |
Cyxtera Business Combination | Class A common stock | |
Subsequent Event [Line Items] | |
Number of shares issued upon conversion of each Founder Share | shares | 1 |