Cover Page
Cover Page - USD ($) | 7 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Entity Registrant Name | BowX Acquisition Corp. | ||
Entity Central Index Key | 0001813756 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Annual Report | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Country | CA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Address, State or Province | DE | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 48,300,000 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 12,075,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 921,049 |
Prepaid expenses | 372,265 |
Due from related party | 147 |
Total current assets | 1,293,461 |
Investments held in Trust Account | 483,227,051 |
Total assets | 484,520,512 |
Current liabilities: | |
Accounts payable | 315 |
Accrued expenses | 76,695 |
Accrued income taxes | 12,010 |
Franchise tax payable | 122,242 |
Total current liabilities | 211,262 |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 |
Total liabilities | 17,116,262 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 46,240,424 shares subject to possible redemption at $10.00 per share | 462,404,240 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,135,568 |
Accumulated deficit | (136,972) |
Total stockholders' equity | 5,000,010 |
Total Liabilities and Stockholders' Equity | 484,520,512 |
Class A Common Stock | |
Stockholders' Equity: | |
Common stock value | 206 |
Class B Common Stock | |
Stockholders' Equity: | |
Common stock value | $ 1,208 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Class A common stock, subject to possible redemption price per share | $ / shares | $ 10 |
Class A common stock, subject to possible redemption | 46,240,424 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 87,500,000 |
Common stock, shares issued | 2,059,576 |
Common stock, shares outstanding | 2,059,576 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 12,500,000 |
Common stock, shares issued | 12,075,000 |
Common stock, shares outstanding | 12,075,000 |
Statements of Operations
Statements of Operations | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 219,771 |
Franchise tax expense | 122,242 |
Loss from operations | (342,013) |
Net gain from investments held in Trust Account | 227,051 |
Loss before income tax expense | (114,962) |
Income tax expense | 22,010 |
Net loss | (136,972) |
Class A Common Stock | |
Operating expenses | |
Loss from operations | $ 83,000 |
Weighted average shares outstanding, basic and diluted | shares | 48,042,857 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B Common Stock | |
Operating expenses | |
Loss from operations | $ 220,000 |
Weighted average shares outstanding, basic and diluted | shares | 11,509,432 |
Basic and diluted net income per share | $ / shares | $ (0.02) |
Statement of Changes in Stockho
Statement of Changes in Stockholder's Equity - 7 months ended Dec. 31, 2020 - USD ($) | Total | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 18, 2020 | |||||
Balance, shares at May. 18, 2020 | |||||
Issuance of Class B common stock to initial stockholders | 25,000 | $ 1,208 | 23,792 | ||
Issuance of Class B common stock to initial stockholders, shares | 12,075,000 | ||||
Sale of units in initial public offering, gross | 483,000,000 | $ 4,830 | 482,995,170 | ||
Sale of units in initial public offering, gross, shares | 48,300,000 | ||||
Offering costs | (27,143,778) | (27,143,778) | |||
Sale of private placement warrants to Sponsor in private placement | 11,660,000 | 11,660,000 | |||
Common stock subject to possible redemption | (462,404,240) | $ (4,624) | (462,399,616) | ||
Common stock subject to possible redemption, shares | (46,240,424) | ||||
Net loss | (136,972) | (136,972) | |||
Balance at Dec. 31, 2020 | $ 5,000,010 | $ 206 | $ 1,208 | $ 5,135,568 | $ (136,972) |
Balance, shares at Dec. 31, 2020 | 2,059,576 | 12,075,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (136,972) |
AdjustmeAdjustments to reconcile net loss to net cash used in operating activities:nts to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid through note payable to related party | 381 |
Accrued expenses | 1,695 |
Net gain from investments held in Trust Account | (227,051) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (372,265) |
Accounts payable | 315 |
Accrued income tax | 12,010 |
Due to related party | (147) |
Franchise tax payable | 122,242 |
Net cash used in operating activities | (599,792) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (483,000,000) |
Net cash used in investing activities | (483,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (195,475) |
Proceeds received from initial public offering, gross | 483,000,000 |
Proceeds received from private placement | 11,660,000 |
Offering costs paid | (9,943,684) |
Net cash provided by financing activities | 484,520,841 |
Net increase in cash | 921,049 |
Cash - beginning of the period | |
Cash - end of the period | 921,049 |
Supplemental disclosure of noncash activities: | |
Offering costs paid by related party in exchange for issuance of Class B common stock | 25,000 |
Offering costs included in accrued expenses | 75,000 |
Offering costs included in note payable | 195,094 |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 |
Initial Value of Class A common stock subject to possible redemption | 401,719,790 |
Change in Value of Class A common stock subject to possible redemption | $ 60,684,450 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General BowX Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on May 19, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination (“Initial Business Combination”) with one or more operating businesses or entities that it has not yet selected (a “target business”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company initially intends to focus its search on target businesses in the technology, media and telecommunications industries. The Company has neither engaged in any operations nor generated revenue to date. 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 May 19, 2020 (inception) through December 31, 2020 had been related to the Company’s formation and the IPO described below, and since the offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenue until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Financing The Company’s sponsor is BowX Sponsor, LLC, a Delaware limited liability company of which Vivek Ranadivé, the Company’s Chairman of the Board and Co-Chief Co-Chief Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 6,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to certain of the Company’s initial stockholders and certain funds and accounts managed by subsidiaries of BlackRock, Inc (the “Private Placement Warrants Purchasers”), generating gross proceeds of $10.4 million (Note 4). In connection with the consummation of the sale of additional Units pursuant to the underwriter’s over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 million. Trust Account Upon the closing of the IPO and the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in 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 in money market funds meeting certain conditions 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 a Business Combination and (ii) the distribution of the Trust Account as described below. Pursuant to stock exchange listing rules, the Company must complete an initial Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions 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 a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. Except as required by applicable law, the decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Company’s initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem such holder’s Public Shares for an amount in cash equal to such holder’s pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such common stock has been recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standard Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share. The Company will only have 24 months from the closing of the IPO, or August 7, 2022, to complete its initial Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within this period of time (and stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date), it 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, Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $0.9 million of cash in its operating account and approximately $227,000 of investment income in the Trust Account. Through December 31, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chairman and Co-Chief Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing 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 Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—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 Securities and Exchange Commission (“SEC”). Emerging Growth Company As an emerging growth company, the Company 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 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. There were no cash equivalents at 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 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. The Company’s investments held in the Trust Account as of December 31, 2020 is 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 money market funds. 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 securities is 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. 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, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in 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 Trust Account is determined using quoted prices in active markets. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 paid-in 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, at December 31, 2020, 46,240,424 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 sheet. 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 period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 23,873,333 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 common share is the same as basic earnings per common share for the period 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 Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or 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 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 | 7 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Public Units In August 2020, the Company sold 48,300,000 Units, including 6,300,000 over-allotment Units at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.2 million, inclusive of $16.9 million in deferred underwriting commissions. Upon the closing of the IPO and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the IPO and the Private Placement were placed in the Trust Account. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On May 26, 2020, the Company’s Chairman and Co-Chief Co-Chief The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale 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 Private Placement Warrants Simultaneously with the closing of the IPO, the Private Placement Warrants Purchasers purchased an aggregate of 6,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $10.4 million in the Private Placement. In connection with the sale of Units pursuant to the over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 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, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for The Private Placement Warrants (and the 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 the initial Business Combination (subject to certain exceptions). Related Party Loans On May 26, 2020, the Company’s Chairman and Co-Chief Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the Underwriting Agreement, as described in Note 3, $0.35 per unit, or $16.9 million in the aggregate, including the over-allotment fees, will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management is continues to evaluate the impact of the COVID-19 pandemic |
Stockholders' Equity
Stockholders' Equity | 7 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis as-converted basis, Preferred stock Warrants The Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares 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 (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Company’s shares of 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 each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption The Private Placement Warrants are identical to the Public Warrants, except that (1) 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 a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable (subject Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day 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. Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s 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 Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms 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 (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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 | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
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: Description Quoted Prices Significant Significant Assets held in Trust Account: U.S. Treasury bills $ 483,227,051 $ — $ — 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 period from May 19, 2020 (inception) through December 31, 2020. |
Income Taxes
Income Taxes | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
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 1 .1 start-up The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ 22,010 State — Deferred Federal (46,152 ) State — Change in 46,152 Income tax provision $ 22,010 The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization $ 46,152 Total deferred tax assets 46,152 Valuation allowance (46,152 ) 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. At December 31, 2020, the valuation allowance was $46, 152 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 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (40.1 )% Income tax provision expense ( ) |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company 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 |
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. There were no cash equivalents at 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 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. The Company’s investments held in the Trust Account as of December 31, 2020 is 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 money market funds. |
Investments Held in the 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 securities is 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. |
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, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in 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 Trust Account is determined using quoted prices in active markets. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 paid-in |
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, at December 31, 2020, 46,240,424 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 sheet. |
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 period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 23,873,333 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 common share is the same as basic earnings per common share for the period 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 Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or 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 |
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) | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross holding gains and fair value of held-to-maturity securities | 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: Description Quoted Prices Significant Significant Assets held in Trust Account: U.S. Treasury bills $ 483,227,051 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Tax Povision | The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ 22,010 State — Deferred Federal (46,152 ) State — Change in 46,152 Income tax provision $ 22,010 |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization $ 46,152 Total deferred tax assets 46,152 Valuation allowance (46,152 ) Deferred tax asset, net of allowance $ — |
Summary of a Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Companys Effective Tax Rate Benefit | 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 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (40.1 )% Income tax provision expense ( ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Aug. 13, 2020 | Aug. 10, 2020 | Aug. 07, 2020 | Dec. 31, 2020 |
Organization, Business Operations and Basis of Presentation (Textual) | ||||
Price per share | $ 0.35 | |||
Gross proceeds | $ 63,000,000 | |||
Net proceeds held in trust account | $ 483,000,000 | |||
Maturity | 185 days | |||
Business combinations aggregate fair market value, percentage | 80.00% | |||
Business combination of voting interest, percentage | 50.00% | |||
Obligation to redeem public shares | 100.00% | |||
Trust account per share | $ 10 | |||
Cash in operating account | $ 900,000 | |||
Liquidity payment | 25,000 | |||
Investment income in the trust account | 227,000 | |||
Business combination net tangible assets | $ 5,000,001 | |||
Business combination period | 24 months from the closing of the IPO, or August 7, 2022 | |||
Dissolution expenses | $ 100,000 | |||
Outstanding loan | 195,000 | |||
Chairman and Co-Chief Executive Officer [Member] | ||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||
Advancement of funds | 45,000 | |||
Outstanding loan | $ 150,000 | |||
IPO [Member] | ||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||
Sale of stock | 42,000,000 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 420,000,000 | |||
Offering costs | 23,700,000 | |||
Deferred underwriting commissions | $ 14,700,000 | |||
Over Allotment Option [Member] | ||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||
Sale of stock | 840,000 | 6,300,000 | ||
Price per share | $ 10 | |||
Gross proceeds | $ 1,300,000 | |||
Offering costs | 3,500,000 | |||
Deferred underwriting commissions | $ 2,200,000 | |||
Private Placement warrants [Member] | ||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||
Sale of stock | 6,933,333 | |||
Price per share | $ 1.50 | |||
Gross proceeds | $ 10,400,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 7 Months Ended |
Dec. 31, 2020USD ($)shares | |
Significant Accounting Policies (Textual) | |
Federal Depository Insurance Coverage | $ 250,000 |
Number of warrants | shares | 23,873,333 |
Class A common stock, subject to possible redemption | shares | 46,240,424 |
Investment income earned on trust account | $ 227,000 |
Net income (loss) | (342,013) |
Class A Common Stock [Member] | |
Significant Accounting Policies (Textual) | |
Income and franchise taxes | 144,000 |
Net income (loss) | 83,000 |
Class B Common Stock [Member] | |
Significant Accounting Policies (Textual) | |
Income and franchise taxes | 137,000 |
Net income (loss) | $ 220,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) | 1 Months Ended | 7 Months Ended |
Aug. 31, 2020 | Dec. 31, 2020 | |
Initial Public Offering (Textual) | ||
Sale of stock | 48,300,000 | |
Over-allotment units | 6,300,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 483,000,000 | |
Offering costs | 27,200,000 | |
Deferred underwriting commissions | $ 16,900,000 | $ 16,900,000 |
Description of initial public offering and the private placement | Upon the closing of the Initial Public Offering and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account. | |
Description of transaction | Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 13, 2020USD ($)$ / sharesshares | Aug. 10, 2020shares | Aug. 04, 2020shares | May 26, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transactions (Textual) | |||||
Additional advances | $ | $ 45,000 | ||||
Outstanding loan amount | $ | 195,000 | ||||
Working Capital | $ | $ 1,500,000 | ||||
Warrant exercise price | $ / shares | $ 1.50 | ||||
Private Placement Warrants [Member] | |||||
Related Party Transactions (Textual) | |||||
Gross proceeds | $ | $ 1,300,000 | $ 10,400,000 | |||
Aggregate of warrants purchase shares | 840,000 | 6,933,333 | |||
Warrants price per share | $ / shares | $ 11.50 | $ 1.50 | |||
Unit exercise price | $ / shares | 11.50 | ||||
Class B common stock [Member] | |||||
Related Party Transactions (Textual) | |||||
Common stock par value | $ / shares | $ 0.0001 | ||||
Stock dividend shares | 0.2 | ||||
Common stock, shares outstanding | 12,075,000 | ||||
Subject to forfeiture, shares | 1,575,000 | ||||
Founder shares [Member] | |||||
Related Party Transactions (Textual) | |||||
Subject to forfeiture, shares | 1,575,000 | 1,575,000 | |||
Initial stockholders, description | (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale 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, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||
Founder shares [Member] | Class B common stock [Member] | |||||
Related Party Transactions (Textual) | |||||
Common stock par value | $ / shares | $ 0.0001 | ||||
Exchange for issuance, shares | 10,062,500 | ||||
Stock dividend shares | 0.2 | ||||
Common stock, shares outstanding | 12,075,000 | ||||
Subject to forfeiture, shares | 12,075,000 | ||||
Issued and outstanding, percentage | 0.200 | ||||
Chairman and Co-Chief Executive Officer [Member] | |||||
Related Party Transactions (Textual) | |||||
Aggregate of loan amount | $ | $ 150,000 | ||||
Borrowing amount | $ | $ 150,000 | ||||
Chairman and Co-Chief Executive Officer [Member] | Founder shares [Member] | |||||
Related Party Transactions (Textual) | |||||
Offering costs | $ | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - IPO [Member] - USD ($) | 1 Months Ended | 7 Months Ended |
Aug. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Textual) | ||
Deferred underwriting commissions | $ 16,900,000 | $ 16,900,000 |
Price per unit | $ 0.35 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 13, 2020shares | Aug. 04, 2020shares | Dec. 31, 2020$ / sharesshares | Jun. 30, 2020shares |
Stockholder's Equity (Textual) | ||||
Converted basis, percentage | 0.20 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Exercise price | $ / shares | $ 11.50 | |||
Business Combination, description | the Company issues additional shares 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 (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Company’s shares of 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 each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. | |||
Class A Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares authorized | 87,500,000 | |||
Common stock, shares issued | 2,059,576 | |||
Common stock, shares outstanding | 2,059,576 | |||
Unit exercise price | $ / shares | $ 10 | |||
Class B Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares authorized | 12,500,000 | |||
Common stock, shares issued | 12,075,000 | |||
Common stock, shares outstanding | 12,075,000 | |||
Stock dividend shares | 0.2 | |||
Subject to forfeiture, shares | 1,575,000 | |||
Issued and outstanding, percentage | 0.20 | |||
Founder shares [Member] | ||||
Stockholder's Equity (Textual) | ||||
Subject to forfeiture, shares | 1,575,000 | 1,575,000 | ||
Common Stock [Member] | Class A Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares authorized | 87,500,000 | |||
Common stock, shares issued | 48,300,000 | |||
Common stock, shares outstanding | 48,300,000 | |||
Class A common stock, subject to possible redemption | 46,240,424 | |||
Common Stock [Member] | Class B Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares authorized | 12,500,000 | |||
Common stock, shares issued | 12,075,000 | |||
Common stock, shares outstanding | 12,075,000 | |||
Warrant [Member] | ||||
Stockholder's Equity (Textual) | ||||
Warrants, description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants):   • in whole and not in part;   • at a price of $0.01 per Warrant;   • upon a minimum of 30 days’ prior written notice of redemption; and   • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. | |||
Public Warrants [Member] | ||||
Stockholder's Equity (Textual) | ||||
Warrants, description | Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:   • in whole and not in part;   • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;   • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;   • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and   • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Fair Value Measurments (Details
Fair Value Measurments (Details) | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Investments held in Trust Account | $ 483,227,051 |
Significant Other Observable Inputs (Level 2) [Member] | |
Investments held in Trust Account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Investments held in Trust Account |
Income Taxes - Summary of Tax P
Income Taxes - Summary of Tax Provision (Detail) | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 22,010 |
State | |
Deferred | |
Federal | (46,152) |
State | |
Change in Valuation allowance | 46,152 |
Income tax provision | $ 22,010 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Detail) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 46,152 |
Total deferred tax assets | 46,152 |
Valuation allowance | (46,152) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Summary of a Rec
Income Taxes - Summary of a Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Companys Effective Tax Rate Benefit (Detail) | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (40.10%) |
Income tax provision expense | (19.10%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax provision | $ 22,010 |
Effective tax rate | (19.10%) |
Valuation allowance | $ 46,152 |
unrecognized tax benefits | 0 |
Unrecognized tax benefits on payments of interest and penalities accrued | $ 0 |