Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Entity Registrant Name | EXECUTIVE NETWORK PARTNERING CORP | |
Entity Central Index Key | 0001816261 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | MA | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-39521 | |
Entity Tax Identification Number | 85-1669324 | |
Entity Address, Address Line One | 137 Newbury Street | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 857 | |
Local Phone Number | 362-9205 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC.U | |
Title of 12(b) Security | CAPS™, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 42,014,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC WS | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 300,000 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 828,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 188,593 | $ 888,097 |
Prepaid expenses | 290,354 | 440,771 |
Total current assets | 478,947 | 1,328,868 |
Investments held in Trust Account | 414,042,541 | 414,011,571 |
Total Assets | 414,521,488 | 415,340,439 |
Current liabilities: | ||
Accounts payable | 237,243 | 80,044 |
Accrued expenses | 12,319 | 107,000 |
Franchise tax payable | 190,518 | 104,159 |
Total current liabilities | 440,080 | 291,203 |
Convertible Note—related party | 180,000 | |
Warrant liabilities | 8,507,835 | 10,929,780 |
Total liabilities | 9,127,915 | 11,220,983 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; $0.0001 par value; 41,400,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020 | 414,000,000 | 414,000,000 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,606,601) | (9,880,718) |
Total stockholders' deficit | (8,606,427) | (9,880,544) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 414,521,488 | 415,340,439 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common stock value | 61 | 61 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock value | 30 | 30 |
Common Stock Class F [Member] | ||
Stockholders' Deficit: | ||
Common stock value | $ 83 | $ 83 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 41,400,000 | 41,400,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares issued | 614,000 | 614,000 |
Common stock shares outstanding | 614,000 | 614,000 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 300,000 | 300,000 |
Common stock shares outstanding | 300,000 | 300,000 |
Common Stock Class F [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 828,000 | 828,000 |
Common stock shares outstanding | 828,000 | 828,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Operating expenses | ||||
General and administrative expenses | $ 308,210 | $ 52,307 | $ 44,807 | $ 849,209 |
Administrative fee—related party | 60,000 | 0 | 0 | 180,000 |
Franchise tax expense | 50,411 | 54,296 | 49,863 | 149,589 |
Loss from Operations | (418,621) | (106,603) | (94,670) | (1,178,798) |
Change in fair value of warrant liabilities | 1,482,770 | 1,468,960 | 1,468,960 | 2,421,945 |
Offering costs associated with public and private warrants | 0 | (182,130) | (182,130) | 0 |
Income from investments held in Trust Account | 10,437 | 1,134 | 1,134 | 30,970 |
Net income | $ 1,074,586 | $ 1,181,361 | $ 1,193,294 | $ 1,274,117 |
Common Class A [Member] | ||||
Operating expenses | ||||
Weighted average shares outstanding of Class common stock, basic and diluted | 42,014,000 | 5,407,743 | 5,936,761 | 42,014,000 |
Basic and diluted net (loss) income per share | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Common Class F [Member] | ||||
Operating expenses | ||||
Weighted average shares outstanding of Class common stock, basic and diluted | 828,000 | 733,901 | 735,261 | 828,000 |
Basic and diluted net (loss) income per share | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Common Class B [Member] | ||||
Operating expenses | ||||
Weighted average shares outstanding of Class common stock, basic and diluted | 300,000 | 300,000 | 300,000 | 300,000 |
Basic and diluted net (loss) income per share | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Common Stock [Member]Common Stock Class F [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Jun. 21, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (Shares) at Jun. 21, 2020 | 0 | 0 | 0 | |||
Issuance of Class B common stock to Sponsor | 18,750 | $ 30 | 18,720 | |||
Issuance of Class B common stock to Sponsor (Shares) | 300,000 | |||||
Issuance of Class F common stock to Sponsor | 6,250 | $ 83 | 6,167 | |||
Issuance of Class F common stock to Sponsor (Shares) | 828,000 | |||||
Net income (loss) | (92,756) | (92,756) | ||||
Ending balance at Jun. 30, 2020 | (67,756) | $ 0 | $ 30 | $ 83 | 24,887 | (92,756) |
Ending balance (Shares) at Jun. 30, 2020 | 0 | 300,000 | 828,000 | |||
Beginning balance at Jun. 21, 2020 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Beginning balance (Shares) at Jun. 21, 2020 | 0 | 0 | 0 | |||
Net income (loss) | 1,181,361 | |||||
Ending balance at Sep. 30, 2020 | (11,088,256) | $ 61 | $ 30 | $ 83 | 0 | (11,088,430) |
Ending balance (Shares) at Sep. 30, 2020 | 614,000 | 300,000 | 828,000 | |||
Beginning balance at Jun. 30, 2020 | (67,756) | $ 0 | $ 30 | $ 83 | 24,887 | (92,756) |
Beginning balance (Shares) at Jun. 30, 2020 | 0 | 300,000 | 828,000 | |||
Excess cash received over the fair value of the private warrants | 5,932,770 | $ 61 | 5,932,709 | |||
Excess cash received over the fair value of the private warrants (Shares) | 614,000 | |||||
Accretion on Class A common stock subject to possible redemption amount | (18,146,564) | (5,957,596) | (12,188,968) | |||
Net income (loss) | 1,193,294 | 1,193,294 | ||||
Ending balance at Sep. 30, 2020 | (11,088,256) | $ 61 | $ 30 | $ 83 | 0 | (11,088,430) |
Ending balance (Shares) at Sep. 30, 2020 | 614,000 | 300,000 | 828,000 | |||
Beginning balance at Dec. 31, 2020 | (9,880,544) | $ 61 | $ 30 | $ 83 | 0 | (9,880,718) |
Beginning balance (Shares) at Dec. 31, 2020 | 614,000 | 300,000 | 828,000 | |||
Net income (loss) | 1,621,543 | 1,621,543 | ||||
Ending balance at Mar. 31, 2021 | (8,259,001) | $ 61 | $ 30 | $ 83 | 0 | (8,259,175) |
Ending balance (Shares) at Mar. 31, 2021 | 614,000 | 300,000 | 828,000 | |||
Beginning balance at Dec. 31, 2020 | (9,880,544) | $ 61 | $ 30 | $ 83 | 0 | (9,880,718) |
Beginning balance (Shares) at Dec. 31, 2020 | 614,000 | 300,000 | 828,000 | |||
Net income (loss) | 1,274,117 | |||||
Ending balance at Sep. 30, 2021 | (8,606,427) | $ 61 | $ 30 | $ 83 | 0 | (8,606,601) |
Ending balance (Shares) at Sep. 30, 2021 | 614,000 | 300,000 | 828,000 | |||
Beginning balance at Mar. 31, 2021 | (8,259,001) | $ 61 | $ 30 | $ 83 | 0 | (8,259,175) |
Beginning balance (Shares) at Mar. 31, 2021 | 614,000 | 300,000 | 828,000 | |||
Net income (loss) | (1,422,012) | (1,422,012) | ||||
Ending balance at Jun. 30, 2021 | (9,681,013) | $ 61 | $ 30 | $ 83 | 0 | (9,681,187) |
Ending balance (Shares) at Jun. 30, 2021 | 614,000 | 300,000 | 828,000 | |||
Net income (loss) | 1,074,586 | 1,074,586 | ||||
Ending balance at Sep. 30, 2021 | $ (8,606,427) | $ 61 | $ 30 | $ 83 | $ 0 | $ (8,606,601) |
Ending balance (Shares) at Sep. 30, 2021 | 614,000 | 300,000 | 828,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 1,074,586 | $ 1,181,361 | $ 1,193,294 | $ 1,274,117 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (1,482,770) | (1,468,960) | (1,468,960) | (2,421,945) |
General and administrative expenses paid by related party under note payable | 29,287 | |||
Offering costs associated with derivative warrant liabilities | 0 | 182,130 | 182,130 | 0 |
Interest income from investments held in Trust Account | (10,437) | (1,134) | (1,134) | (30,970) |
Changes in assets and liabilities: | ||||
Prepaid expenses | (16,392) | 150,417 | ||
Accounts payable | 24,130 | 157,199 | ||
Accrued expenses | 9,536 | (94,681) | ||
Franchise tax payable | 54,297 | 86,359 | ||
Net cash used in operating activities | (5,745) | (879,504) | ||
Cash Flows from Investing Activities | ||||
Cash deposited in Trust Account | (414,000,000) | (414,000,000) | ||
Net cash used in investing activities | (414,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds received from initial public offering, gross | 414,000,000 | 414,000,000 | ||
Proceeds received from private placement | 6,140,000 | |||
Proceeds from Convertible Note—related party | 180,000 | |||
Repayment of note payable to related party | (171,450) | |||
Offering costs paid | (4,516,431) | (4,588,064) | ||
Net cash provided by financing activities | 415,452,119 | 180,000 | ||
Net change in cash | 1,446,374 | (699,504) | ||
Cash—beginning of the period | 0 | 888,097 | ||
Cash—end of the period | $ 188,593 | 1,446,374 | $ 1,446,374 | $ 188,593 |
Supplemental disclosure of noncash activities: | ||||
Offering costs included in accrued expenses | 85,000 | |||
Offering costs included in accounts payable | 1,600 | |||
Offering costs paid through note payable | 142,163 | |||
Common Class B [Member] | ||||
Supplemental disclosure of noncash activities: | ||||
Offering costs paid in exchange for issuance of common stock to Sponsor | 18,750 | |||
Common Stock Class F [Member] | ||||
Supplemental disclosure of noncash activities: | ||||
Offering costs paid in exchange for issuance of common stock to Sponsor | $ 6,250 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description Organization and General Executive Network Partnering Corporation (the “Company”) is a blank check company incorporated in Delaware on June 22, 2020. The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s sponsor is ENPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from June 22, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Partnering Transaction. The Company will not generate any operating revenues until after the completion of its initial Partnering Transaction, at the earliest. The Company will generate non-operating Financing The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 of its securities called CAPS ™ ™ ™ ™ ™ Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 private placement CAPS ™ ™ ™ ™ Trust Account Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ ™ ™ 2a-7 The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post- transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS ™ The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two two The Company will only have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Pursuant to the letter agreement, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply t o Going Concern Considerations As of September 30, 2021, the Company had approximately $ in its operating bank account, working capital deficit of approximately $ . Interest income on the balance in the Trust Account may be used to pay the Company’s franchise and income tax obligations. Management intends to use substantially all of the funds held in the Trust Account to complete the initial Partnering Transaction and to pay the Company’s expenses relating thereto. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete the initial Partnering Transaction, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Company’s liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock issued in connection with the Initial Public Offering subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, paid-in 8-K 24 10-K/A 10-Qs The impact of the revision to the audited balance sheets as of December 31, 2020, and the unaudited condensed balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $14.9 million, $16.0 million, $13.2 million and $14.7 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, all 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 independent registered public accounting firm 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 Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement s Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 cash equivalents held in Trust Account. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurement 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. U.S. 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 consist of: • Level 1, defined as observable inputs such as quoted prices 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of the Private Placement CAPS ™ non-redeemable Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. The Company evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 10,350,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 153,500 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current Income Taxes The Company follows the asset and liability method of accounting 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. ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the three and nine months ended September 30, 2021, and for the three months ended September 30, 2020 and the period from June 22, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 1,017,206 $ 7,263 $ 50,117 $ 1,206,082 $ 8,612 $ 59,423 Denominator: Weighted average common stock outstanding, basic and diluted 42,014,000 300,000 828,000 42,014,000 300,000 828,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.03 $ 0.03 $ 0.03 For the Three Months Ended For the Period from June 22, 2020 (Inception) September 30, 2020 through September 30, 2020 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 877,322 $ 44,334 $ 271,638 $ 847,000 $ 46,989 $ 287,372 Denominator: Weighted average common stock outstanding, basic and diluted 5,936,761 300,000 735,261 5,407,743 300,000 733,901 Basic and diluted net income per share of common stock $ 0.17 $ 0.17 $ 0.17 $ 0.18 $ 0.18 $ 0.18 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3-Initial Public CAPS ™ On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS ™ ™ ™ Each CAPS ™ one-quarter Underwriting Agreement The Company granted the underwriters a 45-day ™ The underwriters were entitled to an underwriting discount of $0.01 per CAPS ™ |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares and Performance Shares On June 22, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 737,789 Class F common stock (the “Founder Shares”) in exchange for a capital contribution of $6,250, or approximately $0.008 per share and (ii) 1,200 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750, or $15.625 per share. On July 17, 2020 and March 24, 2021, the Company effected a 100:1 and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of 300,000 Performance Shares outstanding. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock outstanding. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock splits. Of the 828,000 Founder Shares outstanding, up to 108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter’s over-allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. Private Placement CAPS ™ Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 Private Placement CAPS ™ ™ Each Private Placement CAPS ™ one-quarter ™ Related Party Loans On June 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed approximately $171,000 under the Note. The Company fully repaid the Note on September 22, 2020. In order to finance transaction costs in connection with a Partnering Transaction, 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 (each a “Working Capital Loan”). Up to $1.5 million of such Working Capital Loans may be convertible into Private Placement CAPS ™ ™ $10.00 per Working Capital CAPS ™ ™ ™ On September 23, 2021, the Company issued a Working Capital Loan to ENPC Holdings, LLC (“Sponsor”), pursuant to which the Company borrowed $180,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Partnering Transaction. The Working Capital Loan does not bear any interest. All unpaid principal under the Working Capital Loan will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Partnering Transaction (such earlier date, the “Maturity Date”). The Sponsor will have the option, at the time of consummation of a Partnering Transaction, to convert any amounts outstanding under the Working Capital Loan into Working Capital CAPS ™ $180,000 outstanding under the Working Capital Loan. There was no outstanding balance as of December 31, 2020. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. The Company incurred and paid $60,000 and $180,000 in expenses in connection with such services during the three and nine months ended September 30, 2021, as reflected in the accompanying unaudited condensed statements of operations, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments Registration Rights The holders of the Founder Shares, Performance Shares, private placement warrants and private placement shares underlying the Private Placement CAPS ™ ™ Partnering Transaction Advisory Engagement Letter In September 2020, the Company engaged Evercore Group L.L.C. as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore Group L.L.C. for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to $8.1 million or approximately $9.3 million if the underwriter’s over-allotment option is exercised in full. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 6 -Warrants No fractional warrants will be issued upon separation of the CAPS ™ The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the Partnering Transaction 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 its affiliates, without taking into account any 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 Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its Partnering Transaction (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 110% of the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placemen t non-redeemable The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period (the “30-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering 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. As of September 30, 2021 and December 31, 2020, there were 10,503,500 warrants outstanding. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 7 – Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 42,014,000 Class A common stock outstanding, of which, 41,400,000 were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (13,558,500 ) Offering costs allocated to Class A common stock subject t (4,588,064 ) Plus: Accretion on Class A common stock subject to possible redemption value 18,146,564 Class A common stock subject to possible redemption $ 414,000,000 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 8-Stockholders’ Preferred stock Class A Common Stock is authorized to issue shares of Class A common stock with a par value of $ per share. As of September 30, 2021 and December 31, 2020, there were shares of Class A common stock issued and outstanding, of which shares of Class A common stock subject to possible redemption have been classified as temporary equity in the accompanying unaudited condensed balance sheets. Class B Common Stock shares of Class B common stock with a par value of $ per share. On July 17, 2020, the Company effected a stock split for each share of Class B common stock, resulting in an aggregate of shares of Class B common stock outstanding. On March 24, 2021, the Company effected a forward stock split for each share of Class B common stock, resulting in an aggregate of shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. As of September 30, 2021 and December 31, 2020, there were shares of Class B common stock issued and outstanding. Each year following the completion of a Partnering Transaction, 10,000 shares of the Company’s Class B shares will convert into 1,000 shares of Class A common stock. However, if the price of a share of the Company’s Class A common stock exceeds $11.00 for 20 out of any 30 trading days following the completion of the Partnering Transaction, then the number of shares of Class A common stock deliverable (“conversion shares”) will be calculated as the greater of: (1) (a) 20% of the increase in the price of one Class A, year-over-year (but only after the price exceeds the “price threshold” being initially $10.00 and adjusted at the beginning of each year to be equal to the greater of: (i) the price of the Class A common stock for the previous year; and (ii) the price threshold at the end of the previous year) multiplied by (b) the number of shares of Class A common stock outstanding at the close of the Partnering Transaction, excluding those shares of Class A common stock received by the Sponsor through the Class F common stock; and (2) 2,500 shares of Class A common stock. This calculation shall be based on the Company’s fiscal year which may change as a result of the Partnering Transaction. The increase in the price of the Class A common stock, shall be based on the Company’s annual volume weighted average price (“VWAP”) for the Company’s fiscal year provided that with respect to the 12th fiscal year end following the Partnering Transaction the conversion calculation for the remaining 10,000 shares of Class B shares, the calculation shall be the greater of (i) such annual VWAP and (ii) the VWAP of the last 20 trading days of such fiscal year. The conversion shares will be calculated not only on the increase of the price of one share of Class A common stock but also on any dividends paid on one share of Class A common stock in such year. The price threshold for a particular year will be reduced by the dividends per shares of Class A common stock paid in such year. Upon a change o f For so long as any shares of Class B common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Class F Common Stock The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a one-for-one one-for-one For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,042,541 $ — $ — $ 414,042,541 Liabilities: Warrant liabilities—public warrants $ 8,383,500 $ — $ — $ 8,383,500 Warrant liabilities—private warrants $ — $ — $ 124,335 $ 124,335 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,011,571 $ — $ — $ 414,011,571 Liabilities: Warrant liabilities—public warrants $ 10,764,000 $ — $ — $ 10,764,000 Warrant liabilities—private warrants $ — $ — $ 165,780 $ 165,780 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2021. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation model and subsequently been measured based on the listed market price of such warrants at each measurement date when separately listed and traded in November 2020. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. The estimated fair value of the Private Placement Warrants has been determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock based on historical volatility of select peer company that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: September 30, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.82 $ 10.01 Term (in years) 5.00 5.00 Volatility 16.10 % 17.00 % Risk-free interest rate 1.17 % 0.56 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows: Level 3 warrant liabilities at December 31, 2020 $ 165,780 Change in fair value of warrant liabilities (30,700 ) Level 3 warrant liabilities at March 31, 2021 135,080 Change in fair value of warrant liabilities 23,025 Level 3 warrant liabilities at June 30, 2021 158,105 Change in fair value of warrant liabilities (33,770 ) Level 3 warrant liabilities at September 30, 2021 $ 124,335 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, |
Revision to Previously Reported Financial Statements | Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock issued in connection with the Initial Public Offering subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, paid-in 8-K 24 10-K/A 10-Qs The impact of the revision to the audited balance sheets as of December 31, 2020, and the unaudited condensed balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $14.9 million, $16.0 million, $13.2 million and $14.7 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, all |
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 independent registered public accounting firm 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 |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement s |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 cash equivalents held in Trust Account. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurement | Fair Value Measurement 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. U.S. 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 consist of: • Level 1, defined as observable inputs such as quoted prices 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of the Private Placement CAPS ™ non-redeemable Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. The Company evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 10,350,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 153,500 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting 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. ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Net Income (Loss) per Share of Common Stock | Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata between the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the three and nine months ended September 30, 2021, and for the three months ended September 30, 2020 and the period from June 22, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 1,017,206 $ 7,263 $ 50,117 $ 1,206,082 $ 8,612 $ 59,423 Denominator: Weighted average common stock outstanding, basic and diluted 42,014,000 300,000 828,000 42,014,000 300,000 828,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.03 $ 0.03 $ 0.03 For the Three Months Ended For the Period from June 22, 2020 (Inception) September 30, 2020 through September 30, 2020 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 877,322 $ 44,334 $ 271,638 $ 847,000 $ 46,989 $ 287,372 Denominator: Weighted average common stock outstanding, basic and diluted 5,936,761 300,000 735,261 5,407,743 300,000 733,901 Basic and diluted net income per share of common stock $ 0.17 $ 0.17 $ 0.17 $ 0.18 $ 0.18 $ 0.18 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 1,017,206 $ 7,263 $ 50,117 $ 1,206,082 $ 8,612 $ 59,423 Denominator: Weighted average common stock outstanding, basic and diluted 42,014,000 300,000 828,000 42,014,000 300,000 828,000 Basic and diluted net income per share of common stock $ 0.02 $ 0.02 $ 0.02 $ 0.03 $ 0.03 $ 0.03 For the Three Months Ended For the Period from June 22, 2020 (Inception) September 30, 2020 through September 30, 2020 Class A Class B Class F Class A Class B Class F Numerator: Allocation of net income $ 877,322 $ 44,334 $ 271,638 $ 847,000 $ 46,989 $ 287,372 Denominator: Weighted average common stock outstanding, basic and diluted 5,936,761 300,000 735,261 5,407,743 300,000 733,901 Basic and diluted net income per share of common stock $ 0.17 $ 0.17 $ 0.17 $ 0.18 $ 0.18 $ 0.18 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A common stock subject to possible redemption reflected on the condensed balance sheets | The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (13,558,500 ) Offering costs allocated to Class A common stock subject t (4,588,064 ) Plus: Accretion on Class A common stock subject to possible redemption value 18,146,564 Class A common stock subject to possible redemption $ 414,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,042,541 $ — $ — $ 414,042,541 Liabilities: Warrant liabilities—public warrants $ 8,383,500 $ — $ — $ 8,383,500 Warrant liabilities—private warrants $ — $ — $ 124,335 $ 124,335 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,011,571 $ — $ — $ 414,011,571 Liabilities: Warrant liabilities—public warrants $ 10,764,000 $ — $ — $ 10,764,000 Warrant liabilities—private warrants $ — $ — $ 165,780 $ 165,780 |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: September 30, 2021 December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.82 $ 10.01 Term (in years) 5.00 5.00 Volatility 16.10 % 17.00 % Risk-free interest rate 1.17 % 0.56 % Dividend yield 0.00 % 0.00 % |
Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows: Level 3 warrant liabilities at December 31, 2020 $ 165,780 Change in fair value of warrant liabilities (30,700 ) Level 3 warrant liabilities at March 31, 2021 135,080 Change in fair value of warrant liabilities 23,025 Level 3 warrant liabilities at June 30, 2021 158,105 Change in fair value of warrant liabilities (33,770 ) Level 3 warrant liabilities at September 30, 2021 $ 124,335 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 24, 2021 | Sep. 18, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offer | $ 414,000,000 | $ 414,000,000 | |||||
Stock related warrants issued during the period value | $ 5,932,770 | ||||||
Payment towards restricted investments | 414,000,000 | $ 414,000,000 | |||||
Term of restricted investments | 185 days | ||||||
Percentage of the public shares to be redeemed in case of non occurrence of business combination | 100.00% | ||||||
Amount per share to be maintained in the trust account | $ 10 | ||||||
Minimum net worth needed | $ 5,000,001 | ||||||
Period after the cut off date for consummation of business combination within which public shares shall be redeemed | 10 days | ||||||
Estimated expenses payable on liquidation | $ 100,000 | ||||||
Cash | 188,593 | $ 888,097 | |||||
Net Working Capital | 39,000 | ||||||
Stock issued during the period for services value | $ 18,750 | ||||||
Repayment of related party debt | $ 171,450 | ||||||
Working capital loans outstanding | 180,000 | $ 0 | |||||
Sponsor [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Repayment of related party debt | $ 171,000 | ||||||
Cut Off Period One [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Time period for consummation of business combination | 24 months | ||||||
Date on or before which business combination shall be consummated | Sep. 18, 2022 | ||||||
Supported By Letter Of Intent [Member] | Cut Off Period Two [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Time period for consummation of business combination | 27 months | ||||||
Date on or before which business combination shall be consummated | Dec. 18, 2022 | ||||||
Business Combination Or Partnering [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | ||||||
Tender Offer [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | ||||||
Minimum [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of net assets excluding taxes payable of the prospective acquire | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | ||||||
Amount per share to be maintained in the trust account | $ 10 | ||||||
Maximum [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Amount per share to be maintained in the trust account | $ 10 | ||||||
Common Class A [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offer | $ 414,000,000 | ||||||
Private Placement Warrants [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock Related Warrants Issued During The Period Shares | 614,000 | ||||||
Class of Warrant or Right, Price Per Warrant | $ 10 | ||||||
Stock related warrants issued during the period value | $ 6,100,000 | ||||||
Class B And Class F Common Stock [Member] | Sponsor [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period for services value | $ 25,000 | ||||||
Class A common stock and warrant [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stockholders Equity Stock Split Conversion Ratio | 2.5:1 | ||||||
IPO [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Adjustments to additional paid in capital stock issuance costs | $ 4,100,000 | ||||||
IPO [Member] | Common Class A [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock shares issued during the period shares new issues | 41,400,000 | ||||||
Sale of stock issue price per share | $ 10 | ||||||
Adjustments to additional paid in capital stock issuance costs | $ 4,800,000 | ||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock shares issued during the period shares new issues | 5,400,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Accounting Policies [Line Items] | |||||
Cash insured | $ 250,000 | ||||
Cash equivalents | $ 0 | $ 0 | |||
Number of warrants or rights outstanding | 10,503,500 | 10,503,500 | |||
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||
Change in the carrying value of the redeemable Class A ordinary shares | 5,200,000 | ||||
Accumulated deficit | $ (8,606,601) | $ (9,880,718) | |||
Number of shares reclassified from permanent equity to temporary equity | 1,741,848 | ||||
Class A common stock subject to possible redemption | $ 14,700,000 | $ 13,200,000 | $ 14,900,000 | $ 16,000,000 | |
Restatement Adjustment [Member] | |||||
Accounting Policies [Line Items] | |||||
Accumulated deficit | $ 12,200,000 | ||||
Private Placement Warrants [Member] | |||||
Accounting Policies [Line Items] | |||||
Number of warrants or rights outstanding | 153,500 | ||||
Common Class A [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock shares subject to possible redemption | 41,400,000 | 41,400,000 | |||
Number of warrants or rights outstanding | 10,350,000 | ||||
Common stock shares issued | 614,000 | 614,000 | |||
Common Class A [Member] | Warrant [Member] | |||||
Accounting Policies [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,503,500 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 1,017,206 | $ 847,000 | $ 877,322 | $ 1,206,082 |
Denominator: | ||||
Weighted average common stock outstanding, basic and diluted | 42,014,000 | 5,407,743 | 5,936,761 | 42,014,000 |
Basic and diluted net income per share of common stock | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 7,263 | $ 46,989 | $ 44,334 | $ 8,612 |
Denominator: | ||||
Weighted average common stock outstanding, basic and diluted | 300,000 | 300,000 | 300,000 | 300,000 |
Basic and diluted net income per share of common stock | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Common Class F [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 50,117 | $ 287,372 | $ 271,638 | $ 59,423 |
Denominator: | ||||
Weighted average common stock outstanding, basic and diluted | 828,000 | 733,901 | 735,261 | 828,000 |
Basic and diluted net income per share of common stock | $ 0.02 | $ 0.18 | $ 0.17 | $ 0.03 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Sep. 18, 2020 | Sep. 30, 2020 | Sep. 30, 2021 |
Proceeds from Initial Public Offering [Line Items] | |||
Proceeds from initial public offer | $ 414,000,000 | $ 414,000,000 | |
Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Proceeds from initial public offer | $ 414,000,000 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
IPO [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Underwriting discount per share | $ 0.01 | ||
Offering Costs | $ 4,100,000 | ||
IPO [Member] | Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares new issues | 41,400,000 | ||
Sale of stock issue price per share | $ 10 | ||
Offering Costs | $ 4,800,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Proceeds from Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares new issues | 5,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 24, 2021 | Sep. 18, 2020 | Sep. 17, 2020 | Jul. 17, 2020 | Jun. 30, 2020 | Jun. 22, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 23, 2021 | Dec. 31, 2020 | Jul. 29, 2020 |
Stock issued during the period value for services | $ 18,750 | |||||||||||
Stock related warrants issued during the period value | $ 5,932,770 | |||||||||||
Right number of securities called by each warrant description | Each Private Placement CAPS™ consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Private Placement Warrant” | |||||||||||
Administrative Support Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||||
Related Party Transaction Amounts Of Transaction | $ 60,000 | $ 180,000 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Class of Warrant or Right, Price Per Warrant | $ 10 | |||||||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||||||
Conversion of debt into warrants value | $ 1,500,000 | |||||||||||
Conversion price per unit of debt into warrant | $ 10 | $ 10 | ||||||||||
Sponsor [Member] | ||||||||||||
Percentage of common stock shareholding | 20.00% | 5.00% | ||||||||||
Common stock shares not subject to forfeiture | 108,000 | |||||||||||
Number of days for a particular event to get over for determining trading period | 180 days | |||||||||||
Debt face value | $ 300,000 | |||||||||||
Repayment of notes payable | $ 171,000 | |||||||||||
Debt maturity date | Sep. 22, 2020 | |||||||||||
ENPC Holdings, LLC [Member] | Working Capital Loan [Member] | ||||||||||||
Note payable related party current | $ 180,000 | $ 180,000 | $ 180,000 | $ 0 | ||||||||
Common Stock Class F [Member] | ||||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock, Shares, Outstanding | 828,000 | 828,000 | 828,000 | |||||||||
Common Stock Class F [Member] | Sponsor [Member] | ||||||||||||
Stock issued during the period shares for services | 737,789 | |||||||||||
Stock issued during the period value for services | $ 6,250 | |||||||||||
Stock issued price per share | $ 0.008 | |||||||||||
Stock split | 1 for 1.2 | |||||||||||
Common Stock, Shares, Outstanding | 828,000 | 690,000 | ||||||||||
Common stock shares subject to possible redemption shares | 108,000 | |||||||||||
Common Class B [Member] | ||||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Stock split | 2.5:1 | 100:1 | ||||||||||
Common Stock, Shares, Outstanding | 300,000 | 120,000 | 300,000 | 300,000 | 300,000 | |||||||
Common Class B [Member] | Performance [Member] | ||||||||||||
Stock issued during the period shares for services | 1,200 | |||||||||||
Stock issued during the period value for services | $ 18,750 | |||||||||||
Stock issued price per share | $ 15.625 | |||||||||||
Stock split | 2.5:1 | 100:1 | ||||||||||
Common Stock, Shares, Outstanding | 300,000 | 300,000 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Stock Related Warrants Issued During The Period Shares | 614,000 | |||||||||||
Class of Warrant or Right, Price Per Warrant | $ 10 | |||||||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock, Shares, Outstanding | 614,000 | 614,000 | 614,000 | |||||||||
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 | 41,400,000 | |||||||||
Class or warrants or rights issue price per warrant | $ 11.50 | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2020USD ($) |
Loss Contingencies [Line Items] | |
Deferred underwriting commissions percentage payable | 2.25% |
Maximum [Member] | Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 9.3 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | 0 |
Minimum [Member] | Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 8.1 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,503,500 | 10,503,500 |
Warrants redemption price per share | $ 0.01 | |
Percentage of proceeds from share issuances | 60.00% | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,350,000 | |
Class or warrants or rights issue price per warrant | $ 11.50 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Public warrants expiry period | 5 years | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 153,500 | |
Warrants redemption price per share | $ 9.20 | |
Private Placement Warrants [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redemption price per share | $ 18 | |
Minimum notice period for warrants redemption | 30 days | |
Private Placement Warrants [Member] | Maximum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 30 days | |
Class of warrants exercise price adjustment percentage | 180.00% | |
Private Placement Warrants [Member] | Minimum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Class of warrants exercise price adjustment percentage | 110.00% |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of Class A common stock subject to possible redemption reflected on the condensed balance sheets (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Gross proceeds from Initial Public Offering | $ 414,000,000 | $ 414,000,000 |
Fair value of Public Warrants at issuance | (13,558,500) | |
Offering costs allocated to Class A common stock subject to possible redemption | $ (4,516,431) | (4,588,064) |
Accretion on Class A common stock subject to possible redemption value | 18,146,564 | |
Class A common stock subject to possible redemption | $ 414,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 |
Common stock including temporary equity outstanding | 42,014,000 | 42,014,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | Mar. 24, 2021 | Sep. 17, 2020 | Jul. 29, 2020 | Jul. 17, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 380,000,000 | 380,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock including temporary equity issued | 42,014,000 | 42,014,000 | ||||
Common stock including temporary equity outstanding | 42,014,000 | 42,014,000 | ||||
Common stock shares subject to possible redemption shares | 41,400,000 | 41,400,000 | ||||
Common stock shares outstanding | 614,000 | 614,000 | ||||
Common stock shares issued | 614,000 | 614,000 | ||||
Percent of common stock convertible | 5.00% | |||||
Conversion of stock, shares issued | 1,000 | |||||
Number of common stock deliverable | 2,500 | |||||
Stock issued during period shares on conversion | 6,000,000 | |||||
Stock issued during period value on conversion | 60,000,000 | |||||
Common Class A [Member] | Price Threshold Limit One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 11 | |||||
Common Class A [Member] | Price Threshold Limit Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 10 | |||||
Percent increase in price of share | 20.00% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 1,000,000 | 1,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares outstanding | 300,000 | 120,000 | 300,000 | 300,000 | ||
Common stock shares issued | 300,000 | 300,000 | ||||
Stockholders' equity note, stock split | 2.5:1 | 100:1 | ||||
Conversion of stock, shares converted | 10,000 | |||||
Number of common stock deliverable remaining | 10,000 | |||||
Common Class F [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | |||||
Common stock shares outstanding | 828,000 | 690,000 | 828,000 | 828,000 | ||
Stockholders' equity, reverse stock split | 1 for 1.2 | 1 for 1.2 | ||||
Common stock shares issued | 828,000 | 828,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 8,507,835 | $ 10,929,780 |
Fair Value, Recurring [Member] | US Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 414,042,541 | 414,011,571 |
Fair Value, Recurring [Member] | US Government Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 414,042,541 | 414,011,571 |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 8,383,500 | 10,764,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 8,383,500 | 10,764,000 |
Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 124,335 | 165,780 |
Fair Value, Recurring [Member] | Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 124,335 | $ 165,780 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2021yr$ / shares | Dec. 31, 2020$ / sharesyr |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 11.50 | 11.50 |
Measurement Input, Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 9.82 | 10.01 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | yr | 5 | 5 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 16.10 | 17 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 1.17 | 0.56 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Measurements | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Change in fair value of warrant liabilities | $ 1,482,770 | $ 1,468,960 | $ 1,468,960 | $ 2,421,945 | ||
Fair Value, Inputs, Level 3 [Member] | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Level 3 warrant liabilities at December 31, 2020 | 158,105 | $ 135,080 | $ 165,780 | 165,780 | ||
Change in fair value of warrant liabilities | (33,770) | 23,025 | (30,700) | |||
Level 3 warrant liabilities at September 30, 2021 | $ 124,335 | $ 158,105 | $ 135,080 | $ 124,335 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value transfer Amount | $ 0 |