Cover Page
Cover Page - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Mar. 15, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to dMY Technology Group, Inc. II, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of dMY Technology Group, Inc. II, for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021 (the “Original Filing”). 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 18, 2020, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2020 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. 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 changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on August 18, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. We are filing this Amendment No. 1 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the Warrants as disclosed in the Original Filing, and Item 9A, Controls and Procedures. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in all of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, operating expenses or total cash flows from operations for any of these periods. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 8, Financial Statements and Supplementary Data, of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing. | |
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 |
Derivative warrant liabilities | 69,731,460 |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 |
Total liabilities | 79,967,292 |
Commitments and Contingencies (Note 5) | |
Class A common stock, $0.0001 par value; 19,248,218 shares subject to possible redemption at $10.00 per share | 192,482,180 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 59,531,370 |
Accumulated deficit | (54,532,893) |
Total stockholders' equity | 5,000,002 |
Total Liabilities and Stockholders' Equity | 277,449,474 |
Common Class A [Member] | |
Stockholders' Equity: | |
Common stock, value | 835 |
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 | 19,248,218 |
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 | 8,351,782 |
Common stock, shares outstanding | 8,351,782 |
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 |
Statement Of Operations
Statement Of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 621,057 | |
Franchise tax expense | 105,940 | |
Loss from operations | $ (343,811) | (726,997) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 31,764 | 98,634 |
Change in fair value of derivative warrant liabilities | (810,930) | (53,904,530) |
Loss before income tax expense | (1,122,977) | (54,532,893) |
Income tax benefit | ||
Net loss | $ 1,122,977 | (54,532,893) |
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 | 27,600,000 | 27,600,000 |
Basic and diluted net loss per share | $ 0 | |
Class B Shares [Member] | ||
General and administrative expenses | $ 621,000 | |
Franchise tax expense | 106,000 | |
Net loss | $ 54,500,000 | |
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,900,000 |
Basic and diluted net loss per share | $ (0.16) | $ (7.90) |
Statement Of Change In Stockhol
Statement Of Change In Stockholders' Equity - 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 | |||||
Net loss | 1,122,977 | |||||
Balance at Sep. 30, 2020 | 5,000,008 | |||||
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, less fair value of public warrants | 265,788,000 | 265,785,240 | $ 2,760 | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 27,600,000 | |||||
Offering costs | (15,702,995) | (15,702,995) | ||||
Sale of private placement warrants to Sponsor in private placement | 1,905,070 | 1,905,070 | ||||
Common stock subject to possible redemption | (192,482,180) | (192,480,255) | $ (1,925) | |||
Common stock subject to possible redemption (in shares) | (19,248,218) | |||||
Net loss | (54,532,893) | $ (54,532,893) | $ 54,500,000 | |||
Balance at Dec. 31, 2020 | $ 5,000,002 | $ 59,531,370 | $ (54,532,893) | $ 835 | $ 690 | |
Balance (in shares) at Dec. 31, 2020 | 8,351,782 | 6,900,000 |
Statement Of Cash Flows
Statement Of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (54,532,893) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | $ 810,930 | 53,904,530 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (31,764) | (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 | (76,065) | (598,943) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | (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 | 277,576,808 |
Net increase in cash | 1,500,743 | 977,865 |
Cash - beginning of the period | $ 0 | 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 | |
Warrant liabilities in connection with initial public offering and private placement | 15,826,930 | |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 | |
Initial value of Class A common stock subject to possible redemption | 246,980,950 | |
Change in value of Class A common stock subject to possible redemption | $ (54,498,770) |
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 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 6 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 5 Upon the closing of the Initial Public Offering and the Private Placement in August 2020, $276.0 2a-7 promulgated 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. 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 6 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 5 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 6 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 Combinatio n October 27, 2020, the Company executed a business combination agreement (the “Business Combination Agreement” and, the transactions contemplated by the Business Combination Agreement, the “Genius Business Combination”) 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 Annual Report. The Genius Business Combination was consummated on April 20, 2021. 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 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 5 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 5). 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 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 Public and Private Placement warrants the Company issued in August 2020, the Company’s previously issued financial statements for 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 18, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the 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 changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on August 18, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2020 and for the quarter ended September 30, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 277,449,474 $ — $ 277,449,474 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 575,832 $ — $ 575,832 Deferred underwriting commissions 9,660,000 — 9,660,000 Stock warrant liabilities — 69,731,460 (1 )(2) 69,731,460 Total liabilities 10,235,832 69,731,460 79,967,292 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,213,640 (69,731,460 ) (1 )(2) 192,482,180 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 138 697 835 Class B common stock - $0.0001 par value 690 — 690 Additional paid-in-capital 5,627,537 53,903,833 (2 ) 59,531,370 Accumulated deficit (628,363 ) (53,904,530 ) (2 ) (54,532,893 ) Total stockholders’ equity 5,000,002 — 5,000,002 Total liabilities and stockholders’ equity $ 277,449,474 $ — $ 277,449,474 Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (726,997 ) $ — $ (726,997 ) Other (expense) income: Change in fair value of warrant liabilities — (53,904,530 ) (2 ) (53,904,530 ) Gain on marketable securities (net), dividends and interest held in Trust Account 98,634 — 98,634 Total other (expense) income 98,634 (53,904,530 ) (53,805,896 ) Loss before income tax expense (628,363 ) (53,904,530 ) (54,532,893 ) Income tax expense — — — Net loss $ (628,363 ) $ (53,904,530 ) $ (54,532,893 ) Basic and Diluted weighted-average Class A common shares outstanding 27,600,000 — 27,600,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 6,900,000 — 6,900,000 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (7.90 ) Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Cash Flows Net loss $ (628,363 ) $ (53,904,530 ) (2 ) $ (54,532,893 ) Adjustment to reconcile net loss to net cash used in operating activities 29,420 53,904,530 (2 ) 53,933,950 Net cash used in operating activities (598,943 ) — (598,943 ) Net cash used in investing activities (276,000,000 ) — (276,000,000 ) Net cash provided by financing activities 277,576,808 — 277,576,808 Net change in cash $ 977,865 $ — $ 977,865 The impact to the balance sheet dated August 18, 2020, filed on Form 8-K on August 24, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $15.8 million increase to the warrant liabilities line item on August 18, 2020 and a decrease to the Class A common stock subject to redemption mezzanine equity line item. |
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 3—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. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020, and for the quarter ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. 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. 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 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 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 9,200,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,013,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. 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, 19,248,218 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 Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from June 18, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $621,000 , change in fair value of derivative warrant liabilities of $53.9 million and franchise taxes of approximately million, Class B 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 4 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 Each Unit consists of one share of Class A common stock, and one-third 7 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 Founder Shares On June 18, 2020, the Sponsor subscribed for 5,750,000 shares of the Company’s Class 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 Shares will be released from the lockup. 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 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 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 6 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 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company has 9,200,000 and 5,013,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 day period ending three trading days before the Company sends notice of redemption to the warrant holders. 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. 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8—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 Clas s one-for-one as-converted one-for-one Preferred Stock |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since October 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $53.9 million presented as change in fair value of derivative warrant liabilities in 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 Markets Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 276,096,910 $ — $ — Liabilities: Derivative warrant liabilities (restated) $ 39,100,000 $ — $ 30,631,460 (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. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in October 2020, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. 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 warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: At issuance As of December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.63 $ 17.59 Volatility 20.1 % 20.1 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.7 5.33 Risk-free rate 0.34 % 0.41 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 18, 2020 (inception) $ — Issuance of Public and Private Warrants 15,826,930 Change in fair value of derivative warrant liabilities 53,904,530 Derivative warrant liabilities at December 31, 2020 $ 69,731,460 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 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 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: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (20.8 )% Change in Valuation Allowance (0.2 )% Income Taxes Benefit 0.0 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 1 1 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 other |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 6 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Note 1 2 The following tables contain unaudited consolidated 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 consolidated financial statements as described in Note 2—Restatement of Previously Issued Financial Statements. The restatement and revision had no impact net loss, net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the Affected Period. The financial information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon. Unaudited Condensed Statement of Operations As of September 30, 2020 Restatement As Previously Reported Adjustment As Restated Balance Sheet Total assets $ 277,770,177 $ — $ 277,770,177 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 580,219 $ — $ 580,219 Deferred underwriting commissions 9,660,000 — 9,660,000 Stock warrant liabilities — 16,637,860 (1)(2) 16,637,860 Total liabilities 10,240,219 16,637,860 26,878,079 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,529,950 (16,637,860 ) (1)(2) 245,892,090 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 135 166 301 Class B common stock—$0.0001 par value 690 — 690 Additional paid-in-capital 5,311,230 810,764 (2) 6,121,994 Accumulated deficit (312,047 ) (810,930 ) (2) (1,122,977 ) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 277,770,177 $ — $ 277,770,177 Period From June 18, 2020 (inception) Through September 30, 2020 Restatement As Previously Reported Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (343,811 ) $ — $ (343,811 ) Other (expense) income: Change in fair value of warrant liabilities — (810,930 ) (2) (810,930 ) Gain on marketable securities (net), dividends and interest held in Trust Account 31,764 — 31,764 Total other (expense) income 31,764 (810,930 ) (779,166 ) Loss before income tax expense (312,047 ) (810,930 ) (1,122,977 ) Income tax expense — — — Net loss $ (312,047 ) $ (810,930 ) $ (1,122,977 ) Basic and Diluted weighted-average Class A common shares outstanding 27,600,000 — 27,600,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 6,900,000 — 6,900,000 Basic and Diluted net loss per Class B share $ (0.05 ) — $ (0.16 ) Period From June 18, 2020 (inception) Through September 30, 2020 Restatement As Previously Reported Adjustment As Restated Statement of Cash Flows Net loss $ (312,047 ) $ (810,930 ) (2) $ (1,122,977 ) Adjustment to reconcile net loss to net cash used in operating activities 235,982 810,930 (2) 1,046,912 Net cash used in operating activities (76,065 ) — (76,065 ) Net cash used in investing activities (276,000,000 ) — (276,000,000 ) Net cash provided by financing activities 277,576,808 — 277,576,808 Net change in cash $ 1,500,743 $ — $ 1,500,743 |
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. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020, and for the quarter ended September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
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. |
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 |
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 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 9,200,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,013,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
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, 19,248,218 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 Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from June 18, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $621,000 , change in fair value of derivative warrant liabilities of $53.9 million and franchise taxes of approximately million, Class B |
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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary Of Restatement Of Previously Issued Financial Statements | As of December 31, 2020 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 277,449,474 $ — $ 277,449,474 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 575,832 $ — $ 575,832 Deferred underwriting commissions 9,660,000 — 9,660,000 Stock warrant liabilities — 69,731,460 (1 )(2) 69,731,460 Total liabilities 10,235,832 69,731,460 79,967,292 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,213,640 (69,731,460 ) (1 )(2) 192,482,180 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 138 697 835 Class B common stock - $0.0001 par value 690 — 690 Additional paid-in-capital 5,627,537 53,903,833 (2 ) 59,531,370 Accumulated deficit (628,363 ) (53,904,530 ) (2 ) (54,532,893 ) Total stockholders’ equity 5,000,002 — 5,000,002 Total liabilities and stockholders’ equity $ 277,449,474 $ — $ 277,449,474 Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (726,997 ) $ — $ (726,997 ) Other (expense) income: Change in fair value of warrant liabilities — (53,904,530 ) (2 ) (53,904,530 ) Gain on marketable securities (net), dividends and interest held in Trust Account 98,634 — 98,634 Total other (expense) income 98,634 (53,904,530 ) (53,805,896 ) Loss before income tax expense (628,363 ) (53,904,530 ) (54,532,893 ) Income tax expense — — — Net loss $ (628,363 ) $ (53,904,530 ) $ (54,532,893 ) Basic and Diluted weighted-average Class A common shares outstanding 27,600,000 — 27,600,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 6,900,000 — 6,900,000 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (7.90 ) Period From June 18, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement As Restated Statement of Cash Flows Net loss $ (628,363 ) $ (53,904,530 ) (2 ) $ (54,532,893 ) Adjustment to reconcile net loss to net cash used in operating activities 29,420 53,904,530 (2 ) 53,933,950 Net cash used in operating activities (598,943 ) — (598,943 ) Net cash used in investing activities (276,000,000 ) — (276,000,000 ) Net cash provided by financing activities 277,576,808 — 277,576,808 Net change in cash $ 977,865 $ — $ 977,865 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Laibilities Measured At Fair Value | 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 Markets Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 276,096,910 $ — $ — Liabilities: Derivative warrant liabilities (restated) $ 39,100,000 $ — $ 30,631,460 (1) Excludes $1,724 of cash balance held within the Trust Account. |
Summary Of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: At issuance As of December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.63 $ 17.59 Volatility 20.1 % 20.1 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.7 5.33 Risk-free rate 0.34 % 0.41 % Dividend yield 0.0 % 0.0 % |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: Derivative warrant liabilities at June 18, 2020 (inception) $ — Issuance of Public and Private Warrants 15,826,930 Change in fair value of derivative warrant liabilities 53,904,530 Derivative warrant liabilities at December 31, 2020 $ 69,731,460 |
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 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: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (20.8 )% Change in Valuation Allowance (0.2 )% Income Taxes Benefit 0.0 % |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary Of Quarterly Financial Information | As of September 30, 2020 Restatement As Previously Reported Adjustment As Restated Balance Sheet Total assets $ 277,770,177 $ — $ 277,770,177 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 580,219 $ — $ 580,219 Deferred underwriting commissions 9,660,000 — 9,660,000 Stock warrant liabilities — 16,637,860 (1)(2) 16,637,860 Total liabilities 10,240,219 16,637,860 26,878,079 Class A common stock, $0.0001 par value; shares subject to possible redemption 262,529,950 (16,637,860 ) (1)(2) 245,892,090 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 135 166 301 Class B common stock—$0.0001 par value 690 — 690 Additional paid-in-capital 5,311,230 810,764 (2) 6,121,994 Accumulated deficit (312,047 ) (810,930 ) (2) (1,122,977 ) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 277,770,177 $ — $ 277,770,177 Period From June 18, 2020 (inception) Through September 30, 2020 Restatement As Previously Reported Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (343,811 ) $ — $ (343,811 ) Other (expense) income: Change in fair value of warrant liabilities — (810,930 ) (2) (810,930 ) Gain on marketable securities (net), dividends and interest held in Trust Account 31,764 — 31,764 Total other (expense) income 31,764 (810,930 ) (779,166 ) Loss before income tax expense (312,047 ) (810,930 ) (1,122,977 ) Income tax expense — — — Net loss $ (312,047 ) $ (810,930 ) $ (1,122,977 ) Basic and Diluted weighted-average Class A common shares outstanding 27,600,000 — 27,600,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 6,900,000 — 6,900,000 Basic and Diluted net loss per Class B share $ (0.05 ) — $ (0.16 ) Period From June 18, 2020 (inception) Through September 30, 2020 Restatement As Previously Reported Adjustment As Restated Statement of Cash Flows Net loss $ (312,047 ) $ (810,930 ) (2) $ (1,122,977 ) Adjustment to reconcile net loss to net cash used in operating activities 235,982 810,930 (2) 1,046,912 Net cash used in operating activities (76,065 ) — (76,065 ) Net cash used in investing activities (276,000,000 ) — (276,000,000 ) Net cash provided by financing activities 277,576,808 — 277,576,808 Net change in cash $ 1,500,743 $ — $ 1,500,743 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Aug. 18, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Sep. 30, 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 | $ 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 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Previously Issued Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Jun. 17, 2020 | |
Balance Sheet | |||
Total Assets | $ 277,770,177 | $ 277,449,474 | |
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Total current liabilities | 580,219 | 575,832 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Stock warrant liabilities | 16,637,860 | 69,731,460 | |
Total liabilities | 26,878,079 | 79,967,292 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 192,482,180 | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 6,121,994 | 59,531,370 | |
Accumulated deficit | (1,122,977) | (54,532,893) | |
Total stockholders' equity | 5,000,008 | 5,000,002 | $ 0 |
Total Liabilities and Stockholders' Equity | 277,770,177 | 277,449,474 | |
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (343,811) | (726,997) | |
Other (expense) income: | |||
Change in fair value of warrant liabilities | (810,930) | (53,904,530) | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 31,764 | 98,634 | |
Total other (expense) income | (779,166) | (53,805,896) | |
Loss before income tax expense | (1,122,977) | (54,532,893) | |
Net loss | 1,122,977 | (54,532,893) | |
Statement of Cash Flows | |||
Net loss | 1,122,977 | (54,532,893) | |
Adjustment to reconcile net loss to net cash used in operating activities | 1,046,912 | 53,933,950 | |
Net cash used in operating activities | (76,065) | (598,943) | |
Net cash used in investing activities | (276,000,000) | (276,000,000) | |
Net cash provided by financing activities | 277,576,808 | 277,576,808 | |
Net change in cash | 1,500,743 | 977,865 | |
As Previously Reported | |||
Balance Sheet | |||
Total Assets | 277,770,177 | 277,449,474 | |
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Total current liabilities | 580,219 | 575,832 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Total liabilities | 10,240,219 | 10,235,832 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 262,213,640 | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 5,311,230 | 5,627,537 | |
Accumulated deficit | (312,047) | (628,363) | |
Total stockholders' equity | 5,000,008 | 5,000,002 | |
Total Liabilities and Stockholders' Equity | 277,770,177 | 277,449,474 | |
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (343,811) | (726,997) | |
Other (expense) income: | |||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 31,764 | 98,634 | |
Total other (expense) income | 31,764 | 98,634 | |
Loss before income tax expense | (312,047) | (628,363) | |
Net loss | 312,047 | (628,363) | |
Statement of Cash Flows | |||
Net loss | 312,047 | (628,363) | |
Adjustment to reconcile net loss to net cash used in operating activities | 235,982 | 29,420 | |
Net cash used in operating activities | (76,065) | (598,943) | |
Net cash used in investing activities | (276,000,000) | (276,000,000) | |
Net cash provided by financing activities | 277,576,808 | 277,576,808 | |
Net change in cash | 1,500,743 | 977,865 | |
Restatement Adjustment | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Stock warrant liabilities | 16,637,860 | 69,731,460 | |
Total liabilities | 16,637,860 | 69,731,460 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | (69,731,460) | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 810,764 | 53,903,833 | |
Accumulated deficit | (810,930) | (53,904,530) | |
Other (expense) income: | |||
Change in fair value of warrant liabilities | (810,930) | (53,904,530) | |
Total other (expense) income | (810,930) | (53,904,530) | |
Loss before income tax expense | (810,930) | (53,904,530) | |
Net loss | 810,930 | (53,904,530) | |
Statement of Cash Flows | |||
Net loss | 810,930 | (53,904,530) | |
Adjustment to reconcile net loss to net cash used in operating activities | 810,930 | 53,904,530 | |
Common Class A [Member] | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 245,892,090 | ||
Stockholders' Equity: | |||
Common stock, value | $ 301 | 835 | |
Other (expense) income: | |||
Gain on marketable securities (net), dividends and interest, held in Trust Account | $ 99,000 | ||
Weighted average shares outstanding, basic and diluted | 27,600,000 | 27,600,000 | |
Basic and diluted net loss per share | $ 0 | ||
Common Class A [Member] | As Previously Reported | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | $ 262,529,950 | ||
Stockholders' Equity: | |||
Common stock, value | $ 135 | $ 138 | |
Other (expense) income: | |||
Weighted average shares outstanding, basic and diluted | 27,600,000 | 27,600,000 | |
Common Class A [Member] | Restatement Adjustment | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | $ (16,637,860) | ||
Stockholders' Equity: | |||
Common stock, value | 166 | $ 697 | |
Common Class B [Member] | |||
Stockholders' Equity: | |||
Common stock, value | $ 690 | 690 | |
Other (expense) income: | |||
Net loss | $ 54,500,000 | ||
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,900,000 | |
Basic and diluted net loss per share | $ (0.16) | $ (7.90) | |
Statement of Cash Flows | |||
Net loss | $ 54,500,000 | ||
Common Class B [Member] | As Previously Reported | |||
Stockholders' Equity: | |||
Common stock, value | $ 690 | $ 690 | |
Other (expense) income: | |||
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,900,000 | |
Basic and diluted net loss per share | $ (0.05) | $ (0.09) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Previously Issued Financial Statements (Parenthetical) (Detail) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Class A common stock, par value | 0.0001 | |
Common stock, par value | 0.0001 | 0.0001 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Additional Information (Detail) $ in Millions | Aug. 18, 2020USD ($) |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Increase decrease in warrant liabilities | $ 15.8 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
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 | 14,213,333 | ||
Investment held in trust maturity period | 185 days | ||
General and administration expenses | $ 621,057 | ||
Net loss | $ 1,122,977 | (54,532,893) | |
franchise taxes | 105,940 | ||
Net gain from investments held in trust account | 31,764 | 98,634 | |
Warrants issued | 1,905,070 | ||
Change in fair value of derivative warrant liabilities | $ 810,930 | $ 53,904,530 | |
Class A Shares [Member] | |||
Significant Accounting Policies [Line Items] | |||
Common stock subject to possible redemption | 19,248,218 | 19,248,218 | |
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 | 54,500,000 | ||
franchise taxes | 106,000 | ||
Public warrants [Member] | IPO [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrants issued | 9,200,000 | ||
Public warrants [Member] | Private Placement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrants issued | $ 5,013,333 |
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 | Sep. 30, 2020$ / shares |
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 | $ 0.0001 | |||||
Warrants exercise price per share | $ / shares | $ 11.50 | ||||||
Common stock, shares outstanding | shares | 8,351,782 | ||||||
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 | $ 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - USD ($) | Aug. 18, 2020 | Dec. 31, 2020 |
Warrants issued | $ 1,905,070 | |
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] | ||
Warrant redemption trigger price subject to adjustment | $ 10 | |
Public warrants [Member] | IPO [Member] | ||
Warrants issued | $ 9,200,000 | |
Public warrants [Member] | Private Placement [Member] | ||
Warrants issued | $ 5,013,333 | |
Class A Shares [Member] | ||
Exercise price per warrant | 11.50 | |
Class A Shares [Member] | Redemption Price One [Member] | ||
Redemption price of warrants per unit | $ 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 | |
Class A Shares [Member] | Redemption Price Two [Member] | ||
Redemption price of warrants per unit | $ 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 | 30 days |
Class A Shares [Member] | Maximum [Member] | ||
Issue price at closing of its initial business combination | $ 9.20 | |
Number of shares of common stock excercisable per warrant | 0.361 | |
Class A Shares [Member] | Minimum [Member] | ||
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] | ||
Share price | $ 18 | |
Class A Shares [Member] | Minimum [Member] | Redemption Price Two [Member] | ||
Share price | $ 10 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Aug. 13, 2020 | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020$ / shares | Aug. 18, 2020shares | 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 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Class A Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 380,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | 0.0001 | |||
Common stock, shares issued | 8,351,782 | ||||
Common stock, shares outstanding | 8,351,782 | ||||
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) | ||||
Common stock subject to possible redemption | 19,248,218 | ||||
Class A Shares [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
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 B Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 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) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Liabilities: | ||
Derivative warrant liabilities | $ 69,731,460 | $ 16,637,860 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 39,100,000 | |
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust | 276,096,910 | |
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 30,631,460 | |
Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 810,930 | $ 53,904,530 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) - Significant Other Unobservable Inputs (Level 3) [Member] | 6 Months Ended |
Dec. 31, 2020 | |
Exercise Price [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset (Liability) Net, Measurement Input | 11.50 |
Exercise Price [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset (Liability) Net, Measurement Input | 11.50 |
Stock price [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset (Liability) Net, Measurement Input | 9.63 |
Stock price [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset (Liability) Net, Measurement Input | 17.59 |
Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 20.10% |
Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 20.10% |
Probability of completing a Business Combination [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 88.30% |
Probability of completing a Business Combination [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 88.30% |
Term [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term Debt, Term | 5 years 8 months 12 days |
Term [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term Debt, Term | 5 years 3 months 29 days |
Risk-free rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 0.34% |
Risk-free rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 0.41% |
Dividend yield [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 0.00% |
Dividend yield [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset Liability Percentage | 0.00% |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities at beginning | ||
Issuance of Public and Private Warrants | 15,826,930 | |
Change in fair value of derivative warrant liabilities | $ 810,930 | 53,904,530 |
Derivative warrant liabilities at end | $ 69,731,460 |
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 fair value of derivative warrant liabilities | (20.80%) |
Change in Valuation Allowance | (0.20%) |
Income Taxes Benefit | 0.00% |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) - Summary Of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Jun. 17, 2020 | |
Balance Sheet | |||
Total Assets | $ 277,770,177 | $ 277,449,474 | |
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Total current liabilities | 580,219 | 575,832 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Stock warrant liabilities | 16,637,860 | 69,731,460 | |
Total liabilities | 26,878,079 | 79,967,292 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 192,482,180 | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 6,121,994 | 59,531,370 | |
Accumulated deficit | (1,122,977) | (54,532,893) | |
Total stockholders' equity | 5,000,008 | 5,000,002 | $ 0 |
Total Liabilities and Stockholders' Equity | 277,770,177 | 277,449,474 | |
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (343,811) | (726,997) | |
Other Nonoperating Income (Expense) [Abstract] | |||
Change in fair value of derivative warrant liabilities | (810,930) | (53,904,530) | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 31,764 | 98,634 | |
Total other (expense) income | (779,166) | (53,805,896) | |
Loss before income tax expense | (1,122,977) | (54,532,893) | |
Net loss | (1,122,977) | 54,532,893 | |
Statement of Cash Flows | |||
Net loss | (1,122,977) | 54,532,893 | |
Adjustment to reconcile net loss to net cash used in operating activities | 1,046,912 | 53,933,950 | |
Net cash used in operating activities | (76,065) | (598,943) | |
Net cash used in investing activities | (276,000,000) | (276,000,000) | |
Net cash provided by financing activities | 277,576,808 | 277,576,808 | |
Net change in cash | 1,500,743 | 977,865 | |
Previously Reported [Member] | |||
Balance Sheet | |||
Total Assets | 277,770,177 | 277,449,474 | |
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Total current liabilities | 580,219 | 575,832 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Total liabilities | 10,240,219 | 10,235,832 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 262,213,640 | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 5,311,230 | 5,627,537 | |
Accumulated deficit | (312,047) | (628,363) | |
Total stockholders' equity | 5,000,008 | 5,000,002 | |
Total Liabilities and Stockholders' Equity | 277,770,177 | 277,449,474 | |
Statement of Operations and Comprehensive Loss | |||
Loss from operations | (343,811) | (726,997) | |
Other Nonoperating Income (Expense) [Abstract] | |||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 31,764 | 98,634 | |
Total other (expense) income | 31,764 | 98,634 | |
Loss before income tax expense | (312,047) | (628,363) | |
Net loss | (312,047) | 628,363 | |
Statement of Cash Flows | |||
Net loss | (312,047) | 628,363 | |
Adjustment to reconcile net loss to net cash used in operating activities | 235,982 | 29,420 | |
Net cash used in operating activities | (76,065) | (598,943) | |
Net cash used in investing activities | (276,000,000) | (276,000,000) | |
Net cash provided by financing activities | 277,576,808 | 277,576,808 | |
Net change in cash | 1,500,743 | 977,865 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Stock warrant liabilities | 16,637,860 | 69,731,460 | |
Total liabilities | 16,637,860 | 69,731,460 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | (69,731,460) | ||
Stockholders' Equity: | |||
Preferred stock- $0.0001 par value | |||
Additional paid-in capital | 810,764 | 53,903,833 | |
Accumulated deficit | (810,930) | (53,904,530) | |
Other Nonoperating Income (Expense) [Abstract] | |||
Change in fair value of derivative warrant liabilities | (810,930) | (53,904,530) | |
Total other (expense) income | (810,930) | (53,904,530) | |
Loss before income tax expense | (810,930) | (53,904,530) | |
Net loss | (810,930) | 53,904,530 | |
Statement of Cash Flows | |||
Net loss | (810,930) | 53,904,530 | |
Adjustment to reconcile net loss to net cash used in operating activities | 810,930 | 53,904,530 | |
Common Class A [Member] | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 245,892,090 | ||
Stockholders' Equity: | |||
Common stock, value | $ 301 | 835 | |
Other Nonoperating Income (Expense) [Abstract] | |||
Gain on marketable securities (net), dividends and interest, held in Trust Account | $ 99,000 | ||
Weighted average shares outstanding, basic and diluted | 27,600,000 | 27,600,000 | |
Basic and diluted net loss per share | $ 0 | ||
Common Class A [Member] | Previously Reported [Member] | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | $ 262,529,950 | ||
Stockholders' Equity: | |||
Common stock, value | $ 135 | $ 138 | |
Other Nonoperating Income (Expense) [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 27,600,000 | 27,600,000 | |
Common Class A [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Liabilities, redeemable non-controlling interest and stockholders' equity | |||
Class A common stock, $0.0001 par value; shares subject to possible redemption | $ (16,637,860) | ||
Stockholders' Equity: | |||
Common stock, value | 166 | $ 697 | |
Common Class B [Member] | |||
Stockholders' Equity: | |||
Common stock, value | $ 690 | 690 | |
Other Nonoperating Income (Expense) [Abstract] | |||
Net loss | $ (54,500,000) | ||
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,900,000 | |
Basic and diluted net loss per share | $ (0.16) | $ (7.90) | |
Statement of Cash Flows | |||
Net loss | $ (54,500,000) | ||
Common Class B [Member] | Previously Reported [Member] | |||
Stockholders' Equity: | |||
Common stock, value | $ 690 | $ 690 | |
Other Nonoperating Income (Expense) [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 6,900,000 | 6,900,000 | |
Basic and diluted net loss per share | $ (0.05) | $ (0.09) |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) - Summary Of Quarterly Financial Information (Parenthetical) (Detail) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Common stock, par value | 0.0001 | 0.0001 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |