Cover Page
Cover Page - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Mar. 15, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | dMY Technology Group, Inc. II | |
Entity Central Index Key | 0001816101 | |
Current Fiscal Year End Date | --12-31 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39444 | |
Entity Tax Identification Number | 84-1502857 | |
Entity Address, Address Line One | 1180 North Town Center Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89144 | |
City Area Code | 702 | |
Local Phone Number | 781-4313 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Public Float | $ 485,484,000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Capital Units [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYD.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYD | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Warrant [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYD WS | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 977,865 |
Prepaid expenses | 372,975 |
Total current assets | 1,350,840 |
Investments held in Trust Account | 276,098,634 |
Total Assets | 277,449,474 |
Current liabilities: | |
Accounts payable | 186,059 |
Accrued expenses | 283,833 |
Franchise tax payable | 105,940 |
Total current liabilities | 575,832 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 |
Total liabilities | 10,235,832 |
Commitments and Contingencies (Note 5) | |
Class A common stock, $0.0001 par value; 26,221,364 shares subject to possible redemption at $10.00 per share | 262,213,640 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,627,537 |
Accumulated deficit | (628,363) |
Total stockholders' equity | 5,000,002 |
Total Liabilities and Stockholders' Equity | 277,449,474 |
Common Class A [Member] | |
Stockholders' Equity: | |
Common stock, value | 138 |
Common Class B [Member] | |
Stockholders' Equity: | |
Common stock, value | $ 690 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Class A common stock, par value | $ / shares | $ 0.0001 |
Class A common stock, shares subject to possible redemption | 26,221,364 |
Class A common stock, redemption price per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 1,378,636 |
Common stock, shares outstanding | 1,378,636 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 6,900,000 |
Common stock, shares outstanding | 6,900,000 |
Statements Of Operations
Statements Of Operations | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 621,057 |
Franchise tax expense | 105,940 |
Loss from operations | (726,997) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 98,634 |
Loss before income tax expense | (628,363) |
Income tax benefit | |
Net loss | (628,363) |
Class A Shares [Member] | |
Franchise tax expense | 99,000 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | $ 99,000 |
Weighted average shares outstanding, basic and diluted | shares | 27,600,000 |
Basic and diluted net loss per share | $ / shares | $ 0 |
Class B Shares [Member] | |
General and administrative expenses | $ 621,000 |
Franchise tax expense | 7,000 |
Net loss | $ 628,000 |
Weighted average shares outstanding, basic and diluted | shares | 6,900,000 |
Basic and diluted net loss per share | $ / shares | $ (0.09) |
Statement Of Change In Stockhol
Statement Of Change In Stockholders' Equity - 6 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Class A Shares [Member]Common Stock [Member] | Class B Shares [Member] | Class B Shares [Member]Common Stock [Member] |
Balance at Jun. 17, 2020 | $ 0 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 24,310 | $ 690 | |||
Issuance of Class B common stock to Sponsor, (in shares) | 6,900,000 | |||||
Sale of units in initial public offering, gross | 276,000,000 | 275,997,240 | $ 2,760 | |||
Sale of units in initial public offering, gross (in shares) | 27,600,000 | |||||
Offering costs | (15,702,995) | (15,702,995) | ||||
Sale of private placement warrants to Sponsor in private placement | 7,520,000 | 7,520,000 | ||||
Common stock subject to possible redemption | (262,213,640) | (262,211,018) | $ (2,622) | |||
Common stock subject to possible redemption (in shares) | (26,221,364) | |||||
Net loss | (628,363) | $ (628,363) | $ 628,000 | |||
Balance at Dec. 31, 2020 | $ 5,000,002 | $ 5,627,537 | $ (628,363) | $ 138 | $ 690 | |
Balance (in shares) at Dec. 31, 2020 | 1,378,636 | 6,900,000 |
Statement Of Cash Flows
Statement Of Cash Flows | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (628,363) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (98,634) |
General and administrative expenses paid by related party under note payable | 197 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (372,975) |
Accounts payable | 186,059 |
Accrued expenses | 208,833 |
Franchise tax payable | 105,940 |
Net cash used in operating activities | (598,943) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable and advances from related parties | 129,990 |
Repayment of note payable and advances from related party | (211,412) |
Proceeds received from initial public offering, gross | 276,000,000 |
Proceeds received from private placement | 7,520,000 |
Offering costs paid | (5,886,770) |
Net cash provided by financing activities | 277,576,808 |
Net increase in cash | 977,865 |
Cash - beginning of the period | 0 |
Cash - end of the period | 977,865 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 75,000 |
Offering costs funded with note payable | 81,225 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 |
Initial value of Class A common stock subject to possible redemption | 262,807,880 |
Change in value of Class A common stock subject to possible redemption | $ (594,240) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. II (the “Company”) is a blank check company incorporated in Delaware on June 18, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 18, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 13, 2020. On August 18, 2020, the Company consummated its Initial Public Offering of 27,600,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, inclusive of approximately $9.7 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $7.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement in August 2020, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) 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 voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 18, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination October 27, 2020, the Company executed a business combination agreement (the “Business Combination Agreement”) with Maven Topco Limited, a company incorporated under the laws of Guernsey, Maven Midco Limited, a private limited company incorporated under the laws of England and Wales, Galileo NewCo Limited, a company incorporated under the laws of Guernsey, Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo, and dMY Sponsor II, LLC, a Delaware limited liability company, as disclosed elsewhere in this proxy statement/prospectus. Liquidity and Capital Resources The accompanying 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 December 31, 2020, the Company had approximately $978,000 in its operating bank account, approximately $99,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $775,000. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. The Company’s liquidity needs to date had been satisfied through the receipt of $25,000 from the Sponsor to purchase the Founder Shares, and a loan of approximately $200,000 pursuant to the Note issued to the Sponsor (as defined in Note 4), an advance from related parties of approximately $11,000, for an aggregate loan and advance balance of approximately $211,000, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The outstanding balance of the Note was repaid in August 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely 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 gain on marketable securities (net), dividends and interest 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, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 paid-in Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 26,221,364 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 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 14,213,333 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 periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC Topic 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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On August 18, 2020, the Company consummated its Initial Public Offering of 27,600,000 Units, including the 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, inclusive of approximately $9.7 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On June 18, 2020, the Sponsor subscribed for 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on June 24, 2020. On August 13, 2020, the Company effected a 1:1.2 stock split of the Founder Shares, resulting in an aggregate of 6,900,000 Founder Shares outstanding of which 6,825,000 shares are held by the Sponsor. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 18, 2020; thus, these Founder Shares are no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering in August 2020, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants at a price of $1.50 per warrant to the Sponsor, generating gross proceeds of approximately $7.5 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. Certain portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On June 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, 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. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement that provided that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, to the Company will pay the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments & Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate. In addition, $0.35 per Public Share, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Litigation On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor III, LLC, dMY Technology Group Inc. III, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one Preferred Stock Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments 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 of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, 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 Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In 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 | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Significant Other Significant Other Investments held in Trust Account: U.S. Treasury Securities (1) $ 276,096,910 $ — $ — (1) Excludes $1,724 of cash balance held within the Trust Account. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) for the period from June 18, 2020 (inception) through December 31, 2020 consists of the following: Current Federal $ — State — Deferred Federal (131,956 ) State — Valuation allowance 131,956 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Start-up/Organization $ 1,523 Net operating loss carryforwards 130,434 Total deferred tax assets 131,956 Valuation allowance (131,956 ) Deferred tax asset $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) for the period from June 18, 2020 (inception) through December 31, 2020 is as follows: Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely 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 gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 paid-in |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 26,221,364 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the 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 14,213,333 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 periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC Topic 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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Significant Other Significant Other Investments held in Trust Account: U.S. Treasury Securities (1) $ 276,096,910 $ — $ — (1) Excludes $1,724 of cash balance held within the Trust Account. |
Income Taxes (Table)
Income Taxes (Table) | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of income tax provision (benefit) | The income tax provision (benefit) for the period from June 18, 2020 (inception) through December 31, 2020 consists of the following: Current Federal $ — State — Deferred Federal (131,956 ) State — Valuation allowance 131,956 Income tax provision $ — |
summary of net deferred tax assets | The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Start-up/Organization $ 1,523 Net operating loss carryforwards 130,434 Total deferred tax assets 131,956 Valuation allowance (131,956 ) Deferred tax asset $ — |
Summary of reconciliation of the statutory federal income tax rate (benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) for the period from June 18, 2020 (inception) through December 31, 2020 is as follows: Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Aug. 18, 2020 | Aug. 31, 2020 | Dec. 31, 2020 |
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 27,600,000 | ||
Initial Public Offering, price per unit | $ 10 | ||
Initial Public Offering, gross proceeds | $ 276,000,000 | $ 276,000,000 | |
Initial Public Offering, offering costs | 15,700,000 | ||
Initial Public Offering, deferred underwriting commissions | $ 9,700,000 | ||
Initial Public Offering, private placement gross proceeds | $ 7,520,000 | ||
Business Combination required completion date after Initial Public Offering | Aug. 18, 2022 | ||
Cash | $ 977,865 | ||
Net Working Capital | 775,000 | ||
Interest Income | $ 99,000 | ||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||
Business Combination required completion period after Initial Public Offering | 24 months | ||
Common Class A [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, price per public share | $ 10 | ||
Maximum [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | ||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | ||
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 | ||
Trust Account [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, price per unit | $ 10 | ||
Initial Public Offering, gross proceeds | $ 276,000,000 | ||
Underwriters Over Allotment [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 3,600,000 | ||
Private Placement [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Initial Public Offering, units | 5,013,333 | ||
Initial Public Offering, price per unit | $ 1.50 | ||
Initial Public Offering, private placement gross proceeds | $ 7,500,000 | ||
Sponsor [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Contribution from the sponsor | 25,000 | ||
Proceeds from notes payable to related party current | 200,000 | ||
Related Party Loans [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Proceeds from notes payable to related party current | 11,000 | ||
Sponsor And Other Related Parties [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Proceeds from notes payable to related party current | 211,000 | ||
Note payable, related party | $ 211,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares |
Significant Accounting Policies [Line Items] | ||
Cash equivalents, at carrying value | $ 0 | $ 0 |
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 |
Restricted Investments Term | 185 days | |
Antidilutive securities excluded from the computation of earnings per share | shares | shares | 14,213,333 | |
Investment held in trust maturity period | 185 days | |
General and administration expenses | $ 621,057 | |
Net loss | (628,363) | |
franchise taxes | 105,940 | |
Net gain from investments held in trust account | $ 98,634 | |
Class A Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Common stock subject to possible redemption | shares | 26,221,364 | 26,221,364 |
franchise taxes | $ 99,000 | |
Net gain from investments held in trust account | 99,000 | |
Class B Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
General and administration expenses | 621,000 | |
Net loss | 628,000 | |
franchise taxes | $ 7,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 18, 2020 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | ||
Units issues on initial public offering | 27,600,000 | |
Gross proceeds from sale of stock | $ 276,000,000 | $ 276,000,000 |
Deferred offering costs associated with initial public offering | $ 9,700,000 | |
Class A Shares [Member] | ||
Initial Public Offering [Line Items] | ||
Share price | $ 10 | |
Common stock warrants exercise price per share | $ 11.50 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Units issues on initial public offering | 27,600,000 | |
Share price | $ 10 | |
Gross proceeds from sale of stock | $ 276,000,000 | |
Deferred offering costs associated with initial public offering | 15,700,000 | |
Underwritting Commisions | $ 9,700,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Units issued on exercise of underwriters' over-allotment option | 3,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Aug. 18, 2020$ / sharesshares | Aug. 13, 2020shares | Jun. 30, 2020shares | Jun. 18, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Offering costs for an aggregate price | $ | $ 25,000 | $ 25,000 | ||||
Initial Public Offering, units | shares | 27,600,000 | |||||
Initial Public Offering, price per unit | $ / shares | $ 10 | |||||
Initial Public Offering, gross proceeds | $ | 7,520,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Initial stockholders agreed to forfeit | shares | 900,000 | |||||
Percentage of founder shares from related party | 20.00% | |||||
Common stock, shares outstanding | shares | 6,900,000 | |||||
Shares held by the Sponsor | shares | 6,825,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from notes payable to related party current | $ | 200,000 | |||||
Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible price warrants for post business combination entity | $ / shares | $ 1.50 | |||||
Proceeds from notes payable to related party current | $ | 11,000 | |||||
Related Party Loans [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Promissory Note to related party | $ | $ 200,000 | |||||
Working Capital Loans | $ | $ 1,500,000 | |||||
Sponsor And Other Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from notes payable to related party current | $ | $ 211,000 | |||||
Private Placement Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Initial Public Offering, units | shares | 5,013,333 | |||||
Initial Public Offering, price per unit | $ / shares | $ 1.50 | |||||
Initial Public Offering, gross proceeds | $ | $ 7,500,000 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Warrants exercise price per share | $ / shares | $ 11.50 | |||||
Common stock, shares outstanding | shares | 1,378,636 | |||||
Common Class A [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Closing Share Threshold Price | $ / shares | $ 12 | |||||
Common Class A [Member] | Private Placement Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants exercise price per share | $ / shares | $ 11.50 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Stock split ratio | 0.83 | |||||
Common stock, shares outstanding | shares | 6,900,000 | |||||
Common Class B [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Offering costs for an aggregate price | $ | $ 25,000 | |||||
Initial Public Offering, units | shares | 5,750,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 18, 2020 | Dec. 31, 2020 |
Underwriting discount | $ 0.20 | |
Underwriting discount aggregate amount | $ 5.5 | |
Additional fee per unit | $ 0.35 | |
Deferred underwriting commissions in connection with the initial public offering | $ 9.7 | |
Over-Allotment Option [Member] | ||
Units issued on exercise of underwriters' over-allotment option | 3,600,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Aug. 18, 2020$ / sharesshares | Aug. 13, 2020 | Dec. 31, 2020$ / sharesshares | Jun. 30, 2020shares |
Class of Stock [Line Items] | ||||
Common stock voting right | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. | |||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Public Warrants will become exercisable | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | |||
Public warrant for redemption price | at a price of $0.01 per warrant | |||
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption | |||
Number of days from consummation of business combination within which registration statement shall be issued | 60 days | |||
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption trigger price subject to adjustment | $ / shares | $ 10 | |||
Class A Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 380,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares issued | 1,378,636 | |||
Common stock, shares outstanding | 1,378,636 | |||
Common stock shares issuable upon conversion | the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | |||
Exercise price per warrant | $ / shares | 11.50 | |||
Common stock subject to possible redemption | 26,221,364 | |||
Class A Shares [Member] | Redemption Price One [Member] | ||||
Class of Stock [Line Items] | ||||
Redemption price of warrants per unit | $ / shares | $ 0.01 | |||
Number of days of notice to be given to warrant holders before redemption | 30 days | |||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | |||
Number of trading days | 30 days | |||
Class A Shares [Member] | Redemption Price Two [Member] | ||||
Class of Stock [Line Items] | ||||
Redemption price of warrants per unit | $ / shares | $ 0.10 | |||
Number of days of notice to be given to warrant holders before redemption | 30 days | |||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | |||
Number of trading days | 30 days | |||
Class A Shares [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Issue price at closing of its initial business combination | $ / shares | $ 9.20 | |||
Number of shares of common stock excercisable per warrant | 0.361 | |||
Class A Shares [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
The aggregate gross proceeds from such issuances | 60.00% | |||
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | |||
Class A Shares [Member] | Minimum [Member] | Redemption Price One [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ / shares | $ 18 | |||
Class A Shares [Member] | Minimum [Member] | Redemption Price Two [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ / shares | $ 10 | |||
Class B Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common stock, shares issued | 6,900,000 | 5,750,000 | ||
Common stock, shares outstanding | 6,900,000 | |||
Common stock shares issued including shares subject to forfeiture | 900,000 | |||
Initial stockholders own Company's issued and outstanding common stock after the initial public offering | 20.00% | |||
Reverse stock split description | one-for-one basis, subject to adjustment for stock splits | |||
Reverse stock split ratio | 0.83 | |||
Common stock shares no longer subject to forefeiture | 900,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's assets that are measured at fair value on a recurring basis (Detail) - US Treasury Securities [Member] | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Schedule Of Financial Assets That Are Measured At Fair Value On A Recurring Basis [Line Items] | |
Investments held in Trust | $ 276,096,910 |
Significant Other Observable Inputs (Level 2) [Member] | |
Schedule Of Financial Assets That Are Measured At Fair Value On A Recurring Basis [Line Items] | |
Investments held in Trust | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Schedule Of Financial Assets That Are Measured At Fair Value On A Recurring Basis [Line Items] | |
Investments held in Trust |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Company's assets that are measured at fair value on a recurring basis (Parenthetical) (Detail) | Dec. 31, 2020USD ($) |
Schedule Of Financial Assets That Are Measured At Fair Value On A Recurring Basis [Line Items] | |
Cash | $ 977,865 |
US Treasury Securities [Member] | |
Schedule Of Financial Assets That Are Measured At Fair Value On A Recurring Basis [Line Items] | |
Cash | $ 1,724 |
Income Taxes - Summary of inco
Income Taxes - Summary of income tax provision (benefit) (Detail) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (131,956) |
State | 0 |
Valuation allowance | 131,956 |
Income tax provision |
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 | $ 1,523 |
Net operating loss carryforwards | 130,434 |
Total deferred tax assets | 131,956 |
Valuation allowance | (131,956) |
Deferred tax asset | $ 0 |
Income Taxes - Summary of reco
Income Taxes - Summary of reconciliation of the statutory federal income tax rate (benefit) (Detail) | 6 Months Ended |
Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in Valuation Allowance | (21.00%) |
Income Taxes Benefit | 0.00% |