Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021 | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Registrant Name | BowX Acquisition Corp. |
Entity Central Index Key | 0001813756 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 838,544 | $ 921,049 |
Prepaid expenses | 367,639 | 372,265 |
Due from related party | 147 | 147 |
Total current assets | 1,206,330 | 1,293,461 |
Investments held in Trust Account | 483,140,025 | 483,227,051 |
Total assets | 484,346,355 | 484,520,512 |
Current liabilities: | ||
Accounts payable | 2,175,550 | 315 |
Accrued expenses | 76,695 | 76,695 |
Accrued income tax | 12,010 | 12,010 |
Franchise tax payable | 47,463 | 122,242 |
Total current liabilities | 2,311,718 | 211,262 |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 | 16,905,000 |
Warrant liabilities | 16,634,933 | 13,292,400 |
Total liabilities | 35,851,651 | 30,408,662 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 44,349,470 and 44,911,184 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 443,494,700 | 449,111,840 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 15,425,863 | 9,808,779 |
Accumulated deficit | (10,427,462) | (4,810,316) |
Total stockholders' equity | 5,000,004 | 5,000,010 |
Total Liabilities and Stockholders' Equity | 484,346,355 | 484,520,512 |
Class A Common Stock | ||
Stockholders' Equity: | ||
Common stock value | 395 | 339 |
Class B Common Stock | ||
Stockholders' Equity: | ||
Common stock value | $ 1,208 | $ 1,208 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Temporary equity , par value | $ 0.0001 | $ 0.0001 |
Class A common stock, subject to possible redemption price per share | $ 10 | $ 10 |
Class A common stock, subject to possible redemption | 44,349,470 | 44,911,184 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 87,500,000 | 87,500,000 |
Common stock, shares issued | 3,950,530 | 3,388,816 |
Common stock, shares outstanding | 3,950,530 | 3,388,816 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 12,075,000 | 12,075,000 |
Common stock, shares outstanding | 12,075,000 | 12,075,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 2,272,365 | $ 219,771 |
Franchise tax expense | 49,315 | 122,242 |
Total operating expenses | (2,321,680) | (342,013) |
Change in fair value of warrant liabilities | (3,342,533) | (4,664,000) |
Offering costs associated with private placement warrants | (9,344) | |
Net gain from investments held in Trust Account | 47,067 | 227,051 |
Loss before income tax expense | (4,788,306) | |
Income tax expense | 22,010 | |
Net loss | $ (5,617,146) | $ (4,810,316) |
Class A Common Stock | ||
Operating expenses | ||
Weighted average common stock outstanding, basic and diluted | 48,300,000 | 48,042,857 |
Basic and diluted net income (loss) per share | $ 0 | $ 0 |
Class B Common Stock | ||
Operating expenses | ||
Weighted average common stock outstanding, basic and diluted | 12,075,000 | 11,509,432 |
Basic and diluted net income (loss) per share | $ (0.47) | $ (0.43) |
Consolidated Condensed Statem_2
Consolidated Condensed Statement of Changes in Stockholder's Equity - 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 | (27,134,434) | (27,134,434) | |||
Excess cash received over the fair value of the private warrants | 3,031,600 | 3,031,600 | |||
Common stock subject to possible redemption | (449,111,840) | $ (4,491) | (449,107,349) | ||
Common stock subject to possible redemption, shares | (44,911,184) | ||||
Net loss | (4,810,316) | (4,810,316) | |||
Balance at Dec. 31, 2020 | 5,000,010 | $ 339 | $ 1,208 | 9,808,779 | (4,810,316) |
Balance, shares at Dec. 31, 2020 | 3,388,816 | 12,075,000 | |||
Common stock subject to possible redemption | 5,617,140 | $ 56 | 5,617,084 | ||
Common stock subject to possible redemption, shares | 561,714 | ||||
Net loss | (5,617,146) | (5,617,146) | |||
Balance at Mar. 31, 2021 | $ 5,000,004 | $ 395 | $ 1,208 | $ 15,425,863 | $ (10,427,462) |
Balance, shares at Mar. 31, 2021 | 3,950,530 | 12,075,000 |
Consolidated Condensed Statem_3
Consolidated Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (5,617,146) | $ (4,810,316) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid through note payable to related party | 381 | |
Change in fair value of warrant liabilities | 3,342,533 | 4,664,000 |
Offering costs associated with private placement warrants | 9,344 | |
Net gain from investments held in Trust Account | (47,067) | (227,051) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 4,626 | (372,265) |
Accounts payable | 2,175,235 | 315 |
Accrued expenses | 1,695 | |
Due to related party | (147) | |
Accrued income tax | 12,010 | |
Franchise tax payable | (74,779) | 122,242 |
Net cash used in operating activities | (216,598) | (599,792) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (483,000,000) | |
Interest released from Trust Account | 134,093 | |
Net cash provided by (used in) investing activities | 134,093 | (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 (decrease) in cash | (82,505) | 921,049 |
Cash - beginning of the period | 921,049 | |
Cash - end of the period | 838,544 | 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 | |
Warrant liabilities | 8,628,400 | |
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 | $ (5,617,140) | $ 47,392,050 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from May 19, 2020 (inception) through March 31, 2021 had been related to the Company’s formation and the initial public offering (“Initial Public Offering”) 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 Initial Public Offering, 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), and incurring offering costs of approximately $8,000. 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 Initial Public Offering 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 Initial Public Offering 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). Proposed Business Combination On March 25, 2021, the Company, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of the Company, and WeWork Inc., a Delaware corporation (“WeWork”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and into WeWork (the “First Merger”), with WeWork surviving the First Merger as a wholly owned subsidiary of the Company (WeWork, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and as promptly as practicable and as part of the same overall transaction as the First Merger, such Surviving Corporation will be merged with and into BowX Merger Subsidiary II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub II being the surviving entity of the Second Merger (Merger Sub II, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”). In connection with the Closing (as defined herein), BowX intends to change its name to WeWork Inc. (such post-Closing entity, “New WeWork”). As a result of and upon the Closing, among other things, all outstanding shares of WeWork capital stock as of the First Merger (other than shares of WeWork Class C common stock, treasury shares, the dissenting shares and shares of WeWork capital stock reserved in respect of WeWork awards) will be cancelled in exchange for the right to receive a portion of the Aggregate Merger Consideration. An additional 80,000,000 shares of New WeWork Class A common stock will be purchased (at a price of $10.00 per share) at the Closing by certain third-party investors (collectively, the “PIPE Investors”), for a total aggregate purchase price of $800,000,000 (the “PIPE Investment”). The proceeds of the PIPE Investment, together with the amounts remaining in the Company’s trust account will be retained by New WeWork following the Closing. Refer to the preliminary proxy statement/consent solicitation statement/prospectus, included in the Registration Statement on Form S-4 Liquidity and Capital Resources The accompanying unaudited consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had approximately $839,000 of cash in its operating account and approximately $1.1 million of working capital deficit. Through March 31, 2021, 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. 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 unaudited consolidated condensed financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | 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), and incurring offering costs of approximately $8,000. 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, and incurring offering costs of approximately $1,000. 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 of 1940, as amended (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. 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement Of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Private Placement warrants the Company issued in August 2020, the Company’s previously issued financial statements for the period from May 19, 2020 (inception) through December 31, 2020 and for the quarter ended September 30, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on August 7, 2020 and August 13, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, management concluded that warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO (the “Private Placement Warrants”) should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, 815-40). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for the Private Placement Warrants should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statements of cash flows for the Affected Periods is presented below. As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 484,520,512 $ — $ 484,520,512 Liabilities and stockholders’ equity Total current liabilities $ 211,262 $ — $ 211,262 Deferred underwriting commissions 16,905,000 — 16,905,000 Warrant liabilities — 13,292,400 13,292,400 Total liabilities 17,116,262 13,292,400 30,408,662 Class A common stock, $0.0001 par value; shares subject to possible redemption 462,404,240 (13,292,400 ) 449,111,840 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 206 133 339 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,135,568 4,673,211 9,808,779 Accumulated deficit (136,972 ) (4,673,344 ) (4,810,316 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 484,520,512 $ — $ 484,520,512 For the Period from May 19, 2020 As Previously Restatement As Restated Statement of Operations Loss from operations $ (342,013 ) $ — $ (342,013 ) Change in fair value of warrant liabilities — (4,664,000 ) (4,664,000 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 227,051 — 227,051 Loss before income tax expense (114,962 ) (4,673,344 ) (4,788,306 ) Income tax expense 22,010 — 22,010 Net loss $ (136,972 ) $ (4,673,344 ) $ (4,810,316 ) Weighted average Class A common stock outstanding, basic and diluted 48,042,857 — 48,042,857 Basic and diluted net income per Class A common stock $ — $ — $ 0.00 Weighted average Class B common stock outstanding, basic and diluted 11,509,432 — 11,509,432 Basic and diluted net loss per Class B common stock $ (0.02 ) $ — $ (0.43 ) For the Period from May 19, 2020 (inception) to December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net cash used in operating activities (599,792 ) — (599,792 ) Net cash used in investing activities (483,000,000 ) (483,000,000 ) Net cash provided by financing activities 484,520,841 484,520,841 Net change in cash $ 921,049 $ — $ 921,049 In addition, the impact to the balance sheet dated August 7, 2020, filed on Form 8-K As of August 7, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 422,012,234 $ — $ 422,012,234 Liabilities and stockholders’ equity Total current liabilities $ 592,438 $ — $ 592,438 Deferred underwriting commissions 14,700,000 — 14,700,000 W’arrant liabilities — 7,696,000 7,696,000 Total liabilities 15,292,438 7,696,000 22,988,438 Class A common stock, $0.0001 par value; shares subject to possible redemption 401,719,790 (7,696,000 ) 394,023,790 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 183 77 260 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,050,490 8,257 5,058,747 Accumulated deficit (51,875 ) (8,334 ) (60,209 ) Total stockholders’ equity 5,000,006 — 5,000,006 Total liabilities and stockholders’ equity $ 422,012,234 $ — $ 422,012,234 |
Basic of Presentation and Summa
Basic of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basic of Presentation and Summary of Significant Accounting Policies | Note 2—Basic of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed 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”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 12, 2021. Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. 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 unaudited consolidated condensed 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 unaudited consolidated condensed financial statements and the reported amounts of expenses during the reporting period. 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 March 31, 2021 and 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 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 unaudited consolidated condensed balance sheets 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 unaudited consolidated condensed 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 March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and accrued income tax 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 Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating 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 March 31, 2021 and December 31, 2020, 44,349,470 and 44,911,184 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 unaudited consolidated condensed balance sheets. Net Income (Loss) Per Share of Common Stock Net income (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 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 share is the same as basic earnings per share for the period presented. The Company’s unaudited consolidated condensed 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 Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 7,773,333 warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 3 — 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”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report on Form 10-K/A 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 Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating 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, 44,911,184 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 Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 7,773,333 common stock warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement 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 | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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 $27.1 million, inclusive of $16.9 million in deferred underwriting commissions. 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. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of | Note 4 — 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 $27.1 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 | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4—Related Party Transitions 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 Initial Public Offering, 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, and incurring offering costs of approximately $8,000. 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 Initial Public Offering 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. To date, the Company had no borrowings under the Working Capital Loans. | Note 5 — 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, and incurring offering costs of approximately $8,000. 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, and incurring offering cost of approximately $1,000. 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 | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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. | Note 6 — 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 continues to evaluate the impact of the COVID-19 pandemic |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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. | Note 7 — 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 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 | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,140,025 $ — $ — $ 483,140,025 Liabilities: Warrant liabilities — 16,634,933 — 16,634,933 Total fair value $ 483,140,025 $ 16,634,933 $ — $ 499,774,958 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451 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 three months ended March 31, 2021. The Company utilizes the fair value of the Public Warrants at December 31, 2020 and March 31, 2021 to estimate the fair value of the warrants, with changes in fair value recognized in the unaudited condensed consolidated statement of operations. For the three months ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $3.3 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 13,292,400 Change in fair value of warrant liabilibites 3,342,533 Warrant liabilities at March 31, 2021 $ 16,634,933 | Note 8 — 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: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account — U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities (restated) — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Private Placement warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in October 2020, when the comparable Public Warrants were separately listed and traded. The Company utilizes a binomial Monte-Carlo simulation at August 7, 2020 and September 30, 2020, and fair value of the Public Warrants at December 31, 2020 to estimate the fair value of the Warrants, with changes in fair value recognized in the statement of operations. The Company recognized approximately $8.6 million for the warrant liabilities upon their issuance on August 7, 2020 and August 13, 2020. For the year ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrant liabilities of approximately $4.7 million presented as change in fair value of warrant liabilities on the accompanying statement of operations. The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at May 19, 2020 (incpetion) $ — Issuance of Private Warrants 8,628,400 Change in fair value of warrant liabilibites 1,243,733 Warrant liabilities at September 30, 2020 $ 9,872,133 Change in fair value of warrant liabilibites 3,420,267 Warrant liabilities at December 31, 2020 $ 13,292,400 The estimated fair value of the warrant liabilities is determined using Level 3 inputs at August 7, 2020 and September 30, 2020. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, August 7, Exercise price $ 11.50 $ 11.50 Stock Price $ 10.26 $ 10.03 Term (in years) 0.85 1.00 Volatility 19.00 % 18.00 % Risk-free interest rate 0.36 % 0.31 % Dividend yield — — |
Income Taxes
Income Taxes | 7 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 — 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 start-up The income tax provision (benefit) consists of the following: For the Period Current Federal $ 22,010 State — Deferred Federal (48,114 ) State — Valuation allowance 48,114 Income tax provision $ 22,010 The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization $ 48,114 Total deferred tax assets 48,114 Valuation allowance (48,114 ) 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 $48,114. 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: For the Period Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (20.5 )% Change in valuation allowance (1.0 )% Effective Tax Rate -0.5 % |
Subsequent Events
Subsequent Events | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited consolidated condensed financial statements were issued required potential adjustment to or disclosure in the unaudited consolidated condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. | Note 10 — Subsequent Events On March 25, 2021, BowX entered into an Agreement and Plan of Merger by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of BowX, and WeWork Inc., a Delaware corporation (“WeWork”), pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and into WeWork, with WeWork continuing on as the surviving entity and a wholly owned subsidiary of Acquiror. |
Quarterly Financial Information
Quarterly Financial Information | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Note 11 — Quarterly Financial Information (Unaudited) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The Company has not amended its previously filed Quarterly Report on Form 10-Q Unaudited Condensed Balance Sheet As of September 30, 2020 As Previously Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 484,512,579 $ — $ 484,512,579 Liabilities and stockholders’ equity Total current liabilities $ 150,841 $ — $ 150,841 Deferred underwriting commissions 16,905,000 — 16,905,000 Warrant liabilities — 9,872,133 9,872,133 Total liabilities 17,055,841 9,872,133 26,927,974 Class A common stock, $0.0001 par value; shares subject to possible redemption 462,456,730 (9,872,130 ) 452,584,600 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 205 99 304 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,083,079 1,252,975 6,336,054 Accumulated deficit (84,484 ) (1,253,077 ) (1,337,561 ) Total stockholders’ equity 5,000,008 (3 ) 5,000,005 Total liabilities and stockholders’ equity $ 484,512,579 $ — $ 484,512,579 For the Period from May 19, 2020 (inception) to As Previously Restatement As Restated Unaudited Condensed Statement of Operations Loss from operations $ (165,691 ) $ — $ (165,691 ) Change in fair value of warrant liabilities — (1,243,733 ) (1,243,733 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 83,554 — 83,554 Loss before income tax expense (82,137 ) (1,253,077 ) (1,335,214 ) Income tax expense 2,347 — 2,347 Net loss $ (84,484 ) $ (1,253,077 ) $ (1,337,561 ) Weighted average Class A common stock outstanding, basic and diluted 47,612,727 — 47,612,727 Basic and diluted net income per Class A common stock $ — $ — $ — Weighted average Class B common stock outstanding, basic and diluted 12,075,000 — 12,075,000 Basic and diluted net loss per Class B common stock $ (0.01 ) $ (0.10 ) $ (0.11 ) For the Three Months Ended September 30, 2020 As Previously Restatement As Restated Unaudited Condensed Statement of Operations Loss from operations $ (142,226 ) $ — $ (142,226 ) Change in fair value of warrant liabilities — (1,243,733 ) (1,243,733 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 83,554 — 83,554 Loss before income tax expense (58,672 ) (1,253,077 ) (1,311,749 ) Income tax expense 2,347 — 2,347 Net loss $ (61,019 ) $ (1,253,077 ) $ (1,314,096 ) Weighted average Class A common stock outstanding, basic and diluted 47,612,727 — 47,612,727 Basic and diluted net income per Class A common stock $ — $ — $ — Weighted average Class B common stock outstanding, basic and diluted 12,075,000 — 12,075,000 Basic and diluted net loss per Class B common stock $ (0.01 ) $ (0.10 ) $ (0.11 ) For the Period from May 19, 2020 (inception) to As Previously Restatement As Restated Unaudited Condensed Statement of Cash Flows Net cash used in operating activities (548,409 ) — (548,409 ) Net cash used in investing activities (483,000,000 ) — (483,000,000 ) Net cash provided by financing activities 484,520,841 — 484,520,841 Net change in cash $ 972,432 $ — $ 972,432 |
Basic of Presentation and Sum_2
Basic of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed 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”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 12, 2021. | 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”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report on Form 10-K/A |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. | |
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 | 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 unaudited consolidated condensed 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 unaudited consolidated condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those 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 March 31, 2021 and December 31, 2020. | 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 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. | 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 unaudited consolidated condensed balance sheets 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 unaudited consolidated condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | 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 March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and accrued income tax 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. | 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 Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating | Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating |
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 March 31, 2021 and December 31, 2020, 44,349,470 and 44,911,184 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 unaudited consolidated condensed balance sheets. | 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, 44,911,184 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 Income (Loss) Per Share of Common Stock Net income (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 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 share is the same as basic earnings per share for the period presented. The Company’s unaudited consolidated condensed 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 | 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 | 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 |
Warrant liabilities | Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 7,773,333 common stock warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement | |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 7,773,333 warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40. re-measurement | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule Of Restatement Of Balance Sheet [Table Text Block] | As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 484,520,512 $ — $ 484,520,512 Liabilities and stockholders’ equity Total current liabilities $ 211,262 $ — $ 211,262 Deferred underwriting commissions 16,905,000 — 16,905,000 Warrant liabilities — 13,292,400 13,292,400 Total liabilities 17,116,262 13,292,400 30,408,662 Class A common stock, $0.0001 par value; shares subject to possible redemption 462,404,240 (13,292,400 ) 449,111,840 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 206 133 339 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,135,568 4,673,211 9,808,779 Accumulated deficit (136,972 ) (4,673,344 ) (4,810,316 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 484,520,512 $ — $ 484,520,512 As of August 7, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 422,012,234 $ — $ 422,012,234 Liabilities and stockholders’ equity Total current liabilities $ 592,438 $ — $ 592,438 Deferred underwriting commissions 14,700,000 — 14,700,000 W’arrant liabilities — 7,696,000 7,696,000 Total liabilities 15,292,438 7,696,000 22,988,438 Class A common stock, $0.0001 par value; shares subject to possible redemption 401,719,790 (7,696,000 ) 394,023,790 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 183 77 260 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,050,490 8,257 5,058,747 Accumulated deficit (51,875 ) (8,334 ) (60,209 ) Total stockholders’ equity 5,000,006 — 5,000,006 Total liabilities and stockholders’ equity $ 422,012,234 $ — $ 422,012,234 |
Schedule Of Restatement Of Statement Of Operations [Table Text Block] | For the Period from May 19, 2020 As Previously Restatement As Restated Statement of Operations Loss from operations $ (342,013 ) $ — $ (342,013 ) Change in fair value of warrant liabilities — (4,664,000 ) (4,664,000 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 227,051 — 227,051 Loss before income tax expense (114,962 ) (4,673,344 ) (4,788,306 ) Income tax expense 22,010 — 22,010 Net loss $ (136,972 ) $ (4,673,344 ) $ (4,810,316 ) Weighted average Class A common stock outstanding, basic and diluted 48,042,857 — 48,042,857 Basic and diluted net income per Class A common stock $ — $ — $ 0.00 Weighted average Class B common stock outstanding, basic and diluted 11,509,432 — 11,509,432 Basic and diluted net loss per Class B common stock $ (0.02 ) $ — $ (0.43 ) |
Schedule Of Restatement Of Statement Of Cash Flows [Table Text Block] | For the Period from May 19, 2020 (inception) to December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net cash used in operating activities (599,792 ) — (599,792 ) Net cash used in investing activities (483,000,000 ) (483,000,000 ) Net cash provided by financing activities 484,520,841 484,520,841 Net change in cash $ 921,049 $ — $ 921,049 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,140,025 $ — $ — $ 483,140,025 Liabilities: Warrant liabilities — 16,634,933 — 16,634,933 Total fair value $ 483,140,025 $ 16,634,933 $ — $ 499,774,958 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451 | 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: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account — U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities (restated) — 13,292,400 — 13,292,400 Total fair value $ 483,227,051 $ 13,292,400 $ — $ 496,519,451 |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 13,292,400 Change in fair value of warrant liabilibites 3,342,533 Warrant liabilities at March 31, 2021 $ 16,634,933 | The change in the fair value of the derivative warrant liabilities for the year ended December 31, 2020 is summarized as follows: Warrant liabilities at May 19, 2020 (incpetion) $ — Issuance of Private Warrants 8,628,400 Change in fair value of warrant liabilibites 1,243,733 Warrant liabilities at September 30, 2020 $ 9,872,133 Change in fair value of warrant liabilibites 3,420,267 Warrant liabilities at December 31, 2020 $ 13,292,400 |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, August 7, Exercise price $ 11.50 $ 11.50 Stock Price $ 10.26 $ 10.03 Term (in years) 0.85 1.00 Volatility 19.00 % 18.00 % Risk-free interest rate 0.36 % 0.31 % Dividend yield — — |
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: For the Period Current Federal $ 22,010 State — Deferred Federal (48,114 ) State — Valuation allowance 48,114 Income tax provision $ 22,010 |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization $ 48,114 Total deferred tax assets 48,114 Valuation allowance (48,114 ) 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: For the Period Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (20.5 )% Change in valuation allowance (1.0 )% Effective Tax Rate -0.5 % |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary Of Quarterly Financial Information | As of September 30, 2020 As Previously Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 484,512,579 $ — $ 484,512,579 Liabilities and stockholders’ equity Total current liabilities $ 150,841 $ — $ 150,841 Deferred underwriting commissions 16,905,000 — 16,905,000 Warrant liabilities — 9,872,133 9,872,133 Total liabilities 17,055,841 9,872,133 26,927,974 Class A common stock, $0.0001 par value; shares subject to possible redemption 462,456,730 (9,872,130 ) 452,584,600 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 205 99 304 Class B common stock - $0.0001 par value 1,208 — 1,208 Additional paid-in-capital 5,083,079 1,252,975 6,336,054 Accumulated deficit (84,484 ) (1,253,077 ) (1,337,561 ) Total stockholders’ equity 5,000,008 (3 ) 5,000,005 Total liabilities and stockholders’ equity $ 484,512,579 $ — $ 484,512,579 For the Period from May 19, 2020 (inception) to As Previously Restatement As Restated Unaudited Condensed Statement of Operations Loss from operations $ (165,691 ) $ — $ (165,691 ) Change in fair value of warrant liabilities — (1,243,733 ) (1,243,733 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 83,554 — 83,554 Loss before income tax expense (82,137 ) (1,253,077 ) (1,335,214 ) Income tax expense 2,347 — 2,347 Net loss $ (84,484 ) $ (1,253,077 ) $ (1,337,561 ) Weighted average Class A common stock outstanding, basic and diluted 47,612,727 — 47,612,727 Basic and diluted net income per Class A common stock $ — $ — $ — Weighted average Class B common stock outstanding, basic and diluted 12,075,000 — 12,075,000 Basic and diluted net loss per Class B common stock $ (0.01 ) $ (0.10 ) $ (0.11 ) For the Three Months Ended September 30, 2020 As Previously Restatement As Restated Unaudited Condensed Statement of Operations Loss from operations $ (142,226 ) $ — $ (142,226 ) Change in fair value of warrant liabilities — (1,243,733 ) (1,243,733 ) Offering costs associated with private placement warrants — (9,344 ) (9,344 ) Net gain from investments held in Trust Account 83,554 — 83,554 Loss before income tax expense (58,672 ) (1,253,077 ) (1,311,749 ) Income tax expense 2,347 — 2,347 Net loss $ (61,019 ) $ (1,253,077 ) $ (1,314,096 ) Weighted average Class A common stock outstanding, basic and diluted 47,612,727 — 47,612,727 Basic and diluted net income per Class A common stock $ — $ — $ — Weighted average Class B common stock outstanding, basic and diluted 12,075,000 — 12,075,000 Basic and diluted net loss per Class B common stock $ (0.01 ) $ (0.10 ) $ (0.11 ) For the Period from May 19, 2020 (inception) to As Previously Restatement As Restated Unaudited Condensed Statement of Cash Flows Net cash used in operating activities (548,409 ) — (548,409 ) Net cash used in investing activities (483,000,000 ) — (483,000,000 ) Net cash provided by financing activities 484,520,841 — 484,520,841 Net change in cash $ 972,432 $ — $ 972,432 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 25, 2021 | Aug. 13, 2020 | Aug. 10, 2020 | Aug. 07, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Organization, Business Operations and Basis of Presentation (Textual) | |||||||
Net proceeds held in trust account | $ 483,000,000 | $ 483,000,000 | |||||
Maturity | 185 days | 185 days | |||||
Business combinations aggregate fair market value, percentage | 80.00% | 80.00% | |||||
Business combination of voting interest, percentage | 50.00% | 50.00% | |||||
Obligation to redeem public shares | 100.00% | 100.00% | |||||
Trust account per share | $ 10 | $ 10 | |||||
Cash in operating account | $ 839,000 | $ 900,000 | |||||
Liquidity payment | 25,000 | 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 | 195,000 | |||||
Offering costs associated with private placement warrants | $ (9,344) | 9,344 | |||||
Net working capital | 1,100,000 | ||||||
PIPE Investors [Member] | |||||||
Organization, Business Operations and Basis of Presentation (Textual) | |||||||
Trust account per share | $ 10 | ||||||
Business acquisition number of shares | 80,000,000 | ||||||
Aggregate merger consideration | $ 800,000,000 | ||||||
Chairman and Co-Chief Executive Officer [Member] | |||||||
Organization, Business Operations and Basis of Presentation (Textual) | |||||||
Advancement of funds | 45,000 | 45,000 | |||||
Outstanding loan | 110,000 | 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 | 23,600,000 | ||||||
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 | $ 63,000,000 | ||||||
Offering costs | 3,500,000 | ||||||
Deferred underwriting commissions | 2,200,000 | ||||||
Offering costs associated with private placement warrants | 1,000 | ||||||
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 | $ 1,300,000 | $ 10,400,000 | |||||
Offering costs associated with private placement warrants | $ 8,000 | $ 8,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 07, 2020 |
Balance Sheet | ||||
Total assets | $ 484,346,355 | $ 484,520,512 | ||
Total current liabilities | 2,311,718 | 211,262 | ||
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 | 16,905,000 | ||
Warrant liabilities | 16,634,933 | 13,292,400 | ||
Total liabilities | 35,851,651 | 30,408,662 | ||
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 44,911,184 shares subject to possible redemption at $10.00 per share | 443,494,700 | 449,111,840 | ||
Stockholders' Equity: | ||||
Additional paid-in capital | 15,425,863 | 9,808,779 | ||
Accumulated deficit | (10,427,462) | (4,810,316) | ||
Total stockholders' equity | 5,000,004 | 5,000,010 | ||
Total Liabilities and Stockholders' Equity | 484,346,355 | 484,520,512 | ||
Common Class A [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | 395 | 339 | ||
Common Class B [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | $ 1,208 | 1,208 | ||
As Previously Reported | ||||
Balance Sheet | ||||
Total assets | 484,520,512 | $ 484,512,579 | $ 422,012,234 | |
Total current liabilities | 211,262 | 150,841 | 592,438 | |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 | 16,905,000 | 14,700,000 | |
Total liabilities | 17,116,262 | 17,055,841 | 15,292,438 | |
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 44,911,184 shares subject to possible redemption at $10.00 per share | 462,404,240 | 462,456,730 | 401,719,790 | |
Stockholders' Equity: | ||||
Additional paid-in capital | 5,135,568 | 5,083,079 | 5,050,490 | |
Accumulated deficit | (136,972) | (84,484) | (51,875) | |
Total stockholders' equity | 5,000,010 | 5,000,008 | 5,000,006 | |
Total Liabilities and Stockholders' Equity | 484,520,512 | 484,512,579 | 422,012,234 | |
As Previously Reported | Common Class A [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | 206 | 205 | 183 | |
As Previously Reported | Common Class B [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | 1,208 | 1,208 | 1,208 | |
Restatement Adjustment | ||||
Balance Sheet | ||||
Warrant liabilities | 13,292,400 | 9,872,133 | 7,696,000 | |
Total liabilities | 13,292,400 | 9,872,133 | 7,696,000 | |
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 44,911,184 shares subject to possible redemption at $10.00 per share | (13,292,400) | (9,872,130) | (7,696,000) | |
Stockholders' Equity: | ||||
Additional paid-in capital | 4,673,211 | 1,252,975 | 8,257 | |
Accumulated deficit | (4,673,344) | (1,253,077) | (8,334) | |
Total stockholders' equity | (3) | |||
Restatement Adjustment | Common Class A [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | 133 | 99 | 77 | |
Restated | ||||
Balance Sheet | ||||
Total assets | 484,520,512 | 484,512,579 | 422,012,234 | |
Total current liabilities | 211,262 | 150,841 | 592,438 | |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 | 16,905,000 | 14,700,000 | |
Warrant liabilities | 13,292,400 | 9,872,133 | 7,696,000 | |
Total liabilities | 30,408,662 | 26,927,974 | 22,988,438 | |
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 44,911,184 shares subject to possible redemption at $10.00 per share | 449,111,840 | 452,584,600 | 394,023,790 | |
Stockholders' Equity: | ||||
Common stock value | 1,208 | |||
Additional paid-in capital | 9,808,779 | 6,336,054 | 5,058,747 | |
Accumulated deficit | (4,810,316) | (1,337,561) | (60,209) | |
Total stockholders' equity | 5,000,010 | 5,000,005 | 5,000,006 | |
Total Liabilities and Stockholders' Equity | 484,520,512 | 484,512,579 | 422,012,234 | |
Restated | Common Class A [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | 339 | 304 | $ 260 | |
Restated | Common Class B [Member] | ||||
Stockholders' Equity: | ||||
Common stock value | $ 1,208 | $ 1,208 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Balance Sheet (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 07, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | $ 0.0001 | 0.0001 | |
As Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Preferred stock, par value | 0.0001 | $ 0 | |
As Previously Reported | Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
As Previously Reported | Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Preferred stock, par value | 0.0001 | 0 | |
Restatement Adjustment | Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
Restatement Adjustment | Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
Restated | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Preferred stock, par value | 0.0001 | 0 | |
Restated | Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | |
Restated | Common Class B [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Operation (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Loss from operations | $ (165,691) | |||
Change in fair value of warrant liabilities | $ 3,342,533 | (1,243,733) | $ 4,664,000 | |
Offering costs associated with private placement warrants | (9,344) | 9,344 | ||
Net gain from investments held in Trust Account | 47,067 | 83,554 | 227,051 | |
Loss before income tax expense | (1,335,214) | (4,788,306) | ||
Income tax expense | 2,347 | 22,010 | ||
Net loss | $ (5,617,146) | $ (1,337,561) | (4,810,316) | |
Common Class A [Member] | ||||
Income Statement [Abstract] | ||||
Loss from operations | $ 83,000 | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 48,300,000 | 47,612,727 | 48,042,857 | |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | ||
Common Class B [Member] | ||||
Income Statement [Abstract] | ||||
Loss from operations | $ 4,900,000 | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 12,075,000 | 12,075,000 | 11,509,432 | |
Earnings Per Share, Basic and Diluted | $ (0.47) | $ (0.11) | $ (0.43) | |
As Previously Reported | ||||
Income Statement [Abstract] | ||||
Loss from operations | $ (142,226) | $ (165,691) | $ (342,013) | |
Net gain from investments held in Trust Account | 83,554 | 83,554 | 227,051 | |
Loss before income tax expense | (58,672) | (82,137) | (114,962) | |
Income tax expense | 2,347 | 2,347 | 22,010 | |
Net loss | $ (61,019) | $ (84,484) | $ (136,972) | |
As Previously Reported | Common Class A [Member] | ||||
Income Statement [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 47,612,727 | 47,612,727 | 48,042,857 | |
As Previously Reported | Common Class B [Member] | ||||
Income Statement [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 12,075,000 | 12,075,000 | 11,509,432 | |
Earnings Per Share, Basic and Diluted | $ (0.01) | $ (0.01) | $ (0.02) | |
Restatement Adjustment | ||||
Income Statement [Abstract] | ||||
Change in fair value of warrant liabilities | $ (1,243,733) | $ (1,243,733) | $ (4,664,000) | |
Offering costs associated with private placement warrants | (9,344) | (9,344) | (9,344) | |
Loss before income tax expense | (1,253,077) | (1,253,077) | (4,673,344) | |
Net loss | $ (1,253,077) | $ (1,253,077) | (4,673,344) | |
Restatement Adjustment | Common Class B [Member] | ||||
Income Statement [Abstract] | ||||
Earnings Per Share, Basic and Diluted | $ (0.10) | $ (0.10) | ||
Restated | ||||
Income Statement [Abstract] | ||||
Loss from operations | $ (142,226) | (342,013) | ||
Change in fair value of warrant liabilities | (1,243,733) | (4,664,000) | ||
Offering costs associated with private placement warrants | (9,344) | (9,344) | ||
Net gain from investments held in Trust Account | 83,554 | 227,051 | ||
Loss before income tax expense | (1,311,749) | (4,788,306) | ||
Income tax expense | 2,347 | 22,010 | ||
Net loss | $ (1,314,096) | $ (4,810,316) | ||
Restated | Common Class A [Member] | ||||
Income Statement [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 47,612,727 | 48,042,857 | ||
Earnings Per Share, Basic and Diluted | $ 0 | |||
Restated | Common Class B [Member] | ||||
Income Statement [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 12,075,000 | 11,509,432 | ||
Earnings Per Share, Basic and Diluted | $ (0.11) | $ (0.43) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Cash Flow (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Cash Flows | |||
Net cash used in operating activities | $ (216,598) | $ (599,792) | |
Net cash used in investing activities | 134,093 | (483,000,000) | |
Net cash provided by financing activities | 484,520,841 | ||
Net change in cash | $ (82,505) | 921,049 | |
As Previously Reported | |||
Statement of Cash Flows | |||
Net cash used in operating activities | $ (548,409) | (599,792) | |
Net cash used in investing activities | (483,000,000) | (483,000,000) | |
Net cash provided by financing activities | 484,520,841 | 484,520,841 | |
Net change in cash | 972,432 | 921,049 | |
Restatement Adjustment | |||
Statement of Cash Flows | |||
Net cash used in operating activities | 0 | ||
Restated | |||
Statement of Cash Flows | |||
Net cash used in operating activities | (548,409) | (599,792) | |
Net cash used in investing activities | (483,000,000) | (483,000,000) | |
Net cash provided by financing activities | 484,520,841 | 484,520,841 | |
Net change in cash | $ 972,432 | $ 921,049 |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | Aug. 07, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Change in fair value of warrant liabilities | $ 3,342,533 | $ (1,243,733) | $ 4,664,000 | |
Private Placement Warrants [Member] | ||||
Change in fair value of warrant liabilities | $ 7,700,000 |
Basic Of Presentation And Sum_3
Basic Of Presentation And Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Significant Accounting Policies (Textual) | |||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | |
Number of warrants | 23,873,333 | 23,873,333 | |
Class A common stock, subject to possible redemption | 44,349,470 | 44,911,184 | |
Investment income earned on trust account | $ 47,000 | $ 227,000 | |
Net income (loss) | $ (165,691) | ||
Warrant [Member] | Private Placement [Member] | |||
Significant Accounting Policies (Textual) | |||
Stock issued during period, warrants | 7,773,333 | 7,773,333 | |
Class A Common Stock [Member] | |||
Significant Accounting Policies (Textual) | |||
Income and franchise taxes | $ 49,000 | $ 144,000 | |
Net income (loss) | 83,000 | ||
Class B Common Stock [Member] | |||
Significant Accounting Policies (Textual) | |||
Income and franchise taxes | $ 5,600,000 | 4,800,000 | |
Net income (loss) | $ 4,900,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended |
Aug. 31, 2020 | Mar. 31, 2021 | 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 | 27,100,000 | ||
Deferred underwriting commissions | $ 16,900,000 | $ 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. | 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 | Jun. 30, 2020shares | May 26, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transactions (Textual) | ||||||||
Additional advances | $ 45,000 | $ 45,000 | ||||||
Outstanding loan amount | 195,000 | 195,000 | ||||||
Working Capital | $ 1,500,000 | $ 1,500,000 | ||||||
Warrant exercise price | $ / shares | $ 1.50 | $ 1.50 | ||||||
Offering costs associated with private placement warrants | $ (9,344) | $ 9,344 | ||||||
Private Placement Warrants [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Gross proceeds | $ 1,300,000 | $ 10,400,000 | $ 10,400,000 | |||||
Aggregate of warrants purchase shares | shares | 840,000 | 6,933,333 | 6,933,333 | |||||
Warrants price per share | $ / shares | $ 11.50 | $ 1.50 | $ 1.50 | |||||
Unit exercise price | $ / shares | 11.50 | $ 11.50 | ||||||
Offering costs associated with private placement warrants | $ 8,000 | $ 8,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Offering costs associated with private placement warrants | $ 1,000 | |||||||
Class B common stock [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Stock dividend shares | shares | 0.2 | |||||||
Common stock, shares outstanding | shares | 12,075,000 | 12,075,000 | ||||||
Subject to forfeiture, shares | shares | 1,575,000 | 1,575,000 | ||||||
Founder shares [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Subject to forfeiture, shares | shares | 1,575,000 | 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. | (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 | shares | 10,062,500 | |||||||
Stock dividend shares | shares | 0.2 | |||||||
Common stock, shares outstanding | shares | 12,075,000 | |||||||
Subject to forfeiture, shares | 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 | $ 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 ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 7 Months Ended |
Aug. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Textual) | |||
Deferred underwriting commissions | $ 16.9 | $ 16.9 | $ 16.9 |
Price per unit | $ 0.35 | $ 0.35 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 13, 2020shares | Aug. 04, 2020shares | Jun. 30, 2020shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Stockholder's Equity (Textual) | |||||
Converted basis, percentage | 0.20 | 0.20 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Exercise price | $ / shares | $ 11.50 | $ 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. | 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. | |||
Common stock equals or exceeds $18.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Newly issued share price | $ / shares | $ 18 | ||||
Class A Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 87,500,000 | 87,500,000 | |||
Common stock, shares issued | 3,950,530 | 3,388,816 | |||
Common stock, shares outstanding | 3,950,530 | 3,388,816 | |||
Unit exercise price | $ / shares | $ 10 | ||||
Class B Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 12,500,000 | 12,500,000 | |||
Common stock, shares issued | 12,075,000 | 12,075,000 | |||
Common stock, shares outstanding | 12,075,000 | 12,075,000 | |||
Stock dividend shares | 0.2 | ||||
Subject to forfeiture, shares | 1,575,000 | 1,575,000 | |||
Issued and outstanding, percentage | 0.20 | 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 | $ 0.0001 | |||
Common stock, shares authorized | 87,500,000 | 87,500,000 | |||
Common stock, shares issued | 48,300,000 | 48,300,000 | |||
Common stock, shares outstanding | 48,300,000 | 48,300,000 | |||
Class A common stock, subject to possible redemption | 44,349,470 | 44,911,184 | |||
Common Stock [Member] | Class B Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 12,500,000 | 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. | 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. | |||
Warrant [Member] | Common stock equals or exceeds $10.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Notice period to be given to warrant holders before redemption | 30 days | ||||
Newly issued share price | $ / shares | $ 10 | ||||
Warrant [Member] | Minimum [Member] | Common stock equals or exceeds $10.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.10 | ||||
Warrant [Member] | Class A Common Stock [Member] | |||||
Stockholder's Equity (Textual) | |||||
Number of consecutive trading days for share price determination | 10 days | ||||
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. | 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. | |||
Private warrants [Member] | Common stock equals or exceeds $18.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Notice period to be given to warrant holders before redemption | 30 days | ||||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.01 | ||||
Private warrants [Member] | Maximum [Member] | Common stock equals or exceeds $18.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Number of consecutive trading days for share price determination | 30 days | ||||
Private warrants [Member] | Minimum [Member] | Common stock equals or exceeds $18.00 per share [Member] | |||||
Stockholder's Equity (Textual) | |||||
Number of consecutive trading days for share price determination | 20 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Gross Holding Gains and Fair Value of Held-to-maturity Securities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | $ 483,140,025 | $ 483,227,051 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 16,634,933 | 13,292,400 |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | 483,140,025 | 483,227,051 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 16,634,933 | 13,292,400 |
Total fair value | 499,774,958 | 496,519,451 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | 483,140,025 | 483,227,051 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 483,140,025 | 483,227,051 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 16,634,933 | 13,292,400 |
Total fair value | $ 16,634,933 | $ 13,292,400 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant Liability | $ 13,292,400 | |||
Change in fair value of warrant liabilities | 3,342,533 | $ (1,243,733) | $ 4,664,000 | |
Warrant Liability | 16,634,933 | $ 13,292,400 | 13,292,400 | |
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant Liability | 13,292,400 | 9,872,133 | 0 | 0 |
Issuance of Private Warrants | 8,628,400 | |||
Change in fair value of warrant liabilities | 3,342,533 | 3,420,267 | 1,243,733 | |
Warrant Liability | $ 16,634,933 | $ 13,292,400 | $ 9,872,133 | $ 13,292,400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Aug. 13, 2020 | Aug. 07, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Change in fair value of warrant liabilities | $ 3,342,533 | $ (1,243,733) | $ 4,664,000 | ||
Public Warrants [Member] | Binomial Monte Carlo Simulation [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Change in fair value of warrant liabilities | $ 8,600,000 | $ 8,600,000 | $ 3,300,000 | $ 4,700,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Details) - $ / shares | Aug. 07, 2020 | Sep. 30, 2020 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock Price | $ 10.03 | $ 10.26 |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 1 year | 10 months 6 days |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 18.00% | 19.00% |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Risk-free interest rate | 0.31% | 0.36% |
Income Taxes - Summary of Tax P
Income Taxes - Summary of Tax Provision (Detail) - USD ($) | 4 Months Ended | 7 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Current | ||
Federal | $ 22,010 | |
State | ||
Deferred | ||
Federal | (48,114) | |
State | ||
Valuation allowance | 48,114 | |
Income tax provision | $ 2,347 | $ 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 | $ 48,114 |
Total deferred tax assets | 48,114 |
Valuation allowance | (48,114) |
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% |
Effective Income Tax Rate Reconciliation | (20.50%) |
Change in valuation allowance | (1.00%) |
Effective Tax Rate | (0.50%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 4 Months Ended | 7 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 2,347 | $ 22,010 |
Effective tax rate | (0.50%) | |
Valuation allowance | $ 48,114 | |
unrecognized tax benefits | 0 | |
Unrecognized tax benefits on payments of interest and penalities accrued | $ 0 |
Quarterly Financial Informati_3
Quarterly Financial Information - Summary Of Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 07, 2020 | |
Unaudited Condensed Balance Sheet | |||||
Total assets | $ 484,346,355 | $ 484,520,512 | |||
Liabilities and Equity [Abstract] | |||||
Total current liabilities | 2,311,718 | 211,262 | |||
Deferred underwriting commissions | 16,905,000 | 16,905,000 | |||
Warrant liabilities | 16,634,933 | 13,292,400 | |||
Total liabilities | 35,851,651 | 30,408,662 | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 443,494,700 | 449,111,840 | |||
Stockholders' Equity: | |||||
Additional paid-in capital | 15,425,863 | 9,808,779 | |||
Accumulated deficit | (10,427,462) | (4,810,316) | |||
Total stockholders' equity | 5,000,004 | 5,000,010 | |||
Total Liabilities and Stockholders' Equity | 484,346,355 | 484,520,512 | |||
Unaudited Condensed Statement of Operations | |||||
Loss from operations | $ (165,691) | ||||
Change in fair value of warrant liabilities | 3,342,533 | (1,243,733) | 4,664,000 | ||
Offering costs associated with private placement warrants | (9,344) | 9,344 | |||
Net gain from investments held in Trust Account | 47,067 | 83,554 | 227,051 | ||
Loss before income tax expense | (1,335,214) | (4,788,306) | |||
Income tax expense | 2,347 | 22,010 | |||
Net loss | (5,617,146) | $ (1,337,561) | (4,810,316) | ||
Unaudited Condensed Statement Of Cash Flows [Abstract] | |||||
Net cash used in operating activities | (216,598) | (599,792) | |||
Net cash used in investing activities | 134,093 | (483,000,000) | |||
Net cash provided by financing activities | 484,520,841 | ||||
Net increase (decrease) in cash | (82,505) | 921,049 | |||
Common Class A [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 395 | 339 | |||
Unaudited Condensed Statement of Operations | |||||
Loss from operations | $ 83,000 | ||||
Weighted average Class A common stock outstanding, basic and diluted | 48,300,000 | 47,612,727 | 48,042,857 | ||
Basic and diluted net income per Class A common stock | $ 0 | $ 0 | |||
Common Class B [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 1,208 | $ 1,208 | |||
Unaudited Condensed Statement of Operations | |||||
Loss from operations | $ 4,900,000 | ||||
Weighted average Class A common stock outstanding, basic and diluted | 12,075,000 | 12,075,000 | 11,509,432 | ||
Basic and diluted net income per Class A common stock | $ (0.47) | $ (0.11) | $ (0.43) | ||
As Previously Reported | |||||
Unaudited Condensed Balance Sheet | |||||
Total assets | $ 484,512,579 | $ 484,512,579 | $ 484,520,512 | $ 422,012,234 | |
Liabilities and Equity [Abstract] | |||||
Total current liabilities | 150,841 | 150,841 | 211,262 | 592,438 | |
Deferred underwriting commissions | 16,905,000 | 16,905,000 | 16,905,000 | 14,700,000 | |
Total liabilities | 17,055,841 | 17,055,841 | 17,116,262 | 15,292,438 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 462,456,730 | 462,456,730 | 462,404,240 | 401,719,790 | |
Stockholders' Equity: | |||||
Additional paid-in capital | 5,083,079 | 5,083,079 | 5,135,568 | 5,050,490 | |
Accumulated deficit | (84,484) | (84,484) | (136,972) | (51,875) | |
Total stockholders' equity | 5,000,008 | 5,000,008 | 5,000,010 | 5,000,006 | |
Total Liabilities and Stockholders' Equity | 484,512,579 | 484,512,579 | 484,520,512 | 422,012,234 | |
Unaudited Condensed Statement of Operations | |||||
Loss from operations | (142,226) | (165,691) | (342,013) | ||
Net gain from investments held in Trust Account | 83,554 | 83,554 | 227,051 | ||
Loss before income tax expense | (58,672) | (82,137) | (114,962) | ||
Income tax expense | 2,347 | 2,347 | 22,010 | ||
Net loss | (61,019) | (84,484) | (136,972) | ||
Unaudited Condensed Statement Of Cash Flows [Abstract] | |||||
Net cash used in operating activities | (548,409) | (599,792) | |||
Net cash used in investing activities | (483,000,000) | (483,000,000) | |||
Net cash provided by financing activities | 484,520,841 | 484,520,841 | |||
Net increase (decrease) in cash | 972,432 | 921,049 | |||
As Previously Reported | Common Class A [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 205 | $ 205 | $ 206 | 183 | |
Unaudited Condensed Statement of Operations | |||||
Weighted average Class A common stock outstanding, basic and diluted | 47,612,727 | 47,612,727 | 48,042,857 | ||
As Previously Reported | Common Class B [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 1,208 | $ 1,208 | $ 1,208 | 1,208 | |
Unaudited Condensed Statement of Operations | |||||
Weighted average Class A common stock outstanding, basic and diluted | 12,075,000 | 12,075,000 | 11,509,432 | ||
Basic and diluted net income per Class A common stock | $ (0.01) | $ (0.01) | $ (0.02) | ||
Restatement Adjustment | |||||
Liabilities and Equity [Abstract] | |||||
Warrant liabilities | $ 9,872,133 | $ 9,872,133 | $ 13,292,400 | 7,696,000 | |
Total liabilities | 9,872,133 | 9,872,133 | 13,292,400 | 7,696,000 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | (9,872,130) | (9,872,130) | (13,292,400) | (7,696,000) | |
Stockholders' Equity: | |||||
Additional paid-in capital | 1,252,975 | 1,252,975 | 4,673,211 | 8,257 | |
Accumulated deficit | (1,253,077) | (1,253,077) | (4,673,344) | (8,334) | |
Total stockholders' equity | (3) | (3) | |||
Unaudited Condensed Statement of Operations | |||||
Change in fair value of warrant liabilities | (1,243,733) | (1,243,733) | (4,664,000) | ||
Offering costs associated with private placement warrants | (9,344) | (9,344) | (9,344) | ||
Loss before income tax expense | (1,253,077) | (1,253,077) | (4,673,344) | ||
Net loss | (1,253,077) | (1,253,077) | (4,673,344) | ||
Unaudited Condensed Statement Of Cash Flows [Abstract] | |||||
Net cash used in operating activities | 0 | ||||
Restatement Adjustment | Common Class A [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 99 | $ 99 | 133 | 77 | |
Restatement Adjustment | Common Class B [Member] | |||||
Unaudited Condensed Statement of Operations | |||||
Basic and diluted net income per Class A common stock | $ (0.10) | $ (0.10) | |||
Restated | |||||
Unaudited Condensed Balance Sheet | |||||
Total assets | $ 484,512,579 | $ 484,512,579 | 484,520,512 | 422,012,234 | |
Liabilities and Equity [Abstract] | |||||
Total current liabilities | 150,841 | 150,841 | 211,262 | 592,438 | |
Deferred underwriting commissions | 16,905,000 | 16,905,000 | 16,905,000 | 14,700,000 | |
Warrant liabilities | 9,872,133 | 9,872,133 | 13,292,400 | 7,696,000 | |
Total liabilities | 26,927,974 | 26,927,974 | 30,408,662 | 22,988,438 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 452,584,600 | 452,584,600 | 449,111,840 | 394,023,790 | |
Stockholders' Equity: | |||||
Common stock value | 1,208 | ||||
Additional paid-in capital | 6,336,054 | 6,336,054 | 9,808,779 | 5,058,747 | |
Accumulated deficit | (1,337,561) | (1,337,561) | (4,810,316) | (60,209) | |
Total stockholders' equity | 5,000,005 | 5,000,005 | 5,000,010 | 5,000,006 | |
Total Liabilities and Stockholders' Equity | 484,512,579 | 484,512,579 | 484,520,512 | 422,012,234 | |
Unaudited Condensed Statement of Operations | |||||
Loss from operations | (142,226) | (342,013) | |||
Change in fair value of warrant liabilities | (1,243,733) | (4,664,000) | |||
Offering costs associated with private placement warrants | (9,344) | (9,344) | |||
Net gain from investments held in Trust Account | 83,554 | 227,051 | |||
Loss before income tax expense | (1,311,749) | (4,788,306) | |||
Income tax expense | 2,347 | 22,010 | |||
Net loss | (1,314,096) | (4,810,316) | |||
Unaudited Condensed Statement Of Cash Flows [Abstract] | |||||
Net cash used in operating activities | (548,409) | (599,792) | |||
Net cash used in investing activities | (483,000,000) | (483,000,000) | |||
Net cash provided by financing activities | 484,520,841 | 484,520,841 | |||
Net increase (decrease) in cash | 972,432 | 921,049 | |||
Restated | Common Class A [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 304 | 304 | $ 339 | $ 260 | |
Unaudited Condensed Statement of Operations | |||||
Weighted average Class A common stock outstanding, basic and diluted | 47,612,727 | 48,042,857 | |||
Basic and diluted net income per Class A common stock | $ 0 | ||||
Restated | Common Class B [Member] | |||||
Stockholders' Equity: | |||||
Common stock value | $ 1,208 | $ 1,208 | $ 1,208 | ||
Unaudited Condensed Statement of Operations | |||||
Weighted average Class A common stock outstanding, basic and diluted | 12,075,000 | 11,509,432 | |||
Basic and diluted net income per Class A common stock | $ (0.11) | $ (0.43) |