Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 30, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | |||
Entity Registrant Name | Sandbridge Acquisition Corp | ||
Entity Central Index Key | 0001816708 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Sandbridge Acquisition Corporation (the “Company,” “we,” “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”), to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on March 17, 2020, our outstanding warrants to purchase common stock (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, with our Audit Committee of our Board of Directors, and taking into consideration the SEC Staff Statement, we have concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Audit Committee, in consultation with its management, concluded that the Company’s (i) previously issued audited balance sheet dated as of September 17, 2020 which was related to its initial public offering, (ii) unaudited interim financial statements as of and for the quarterly period ended September 30, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2020, and (iii) audited financial statements as of December 31, 2020 and for the period from June 23, 2020 (inception) through December 31, 2020 as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for the Warrants and should no longer be relied upon. | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | CA | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 0 | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,287,234 |
Prepaid expenses | 273,852 |
Total Current Assets | 1,561,086 |
Cash and investments held in Trust Account | 230,053,249 |
Total Assets | 231,614,335 |
Current liabilities | |
Accrued expenses | 298,328 |
Accrued offering costs | 17,000 |
Total Current Liabilities | 315,328 |
Warrant liability, at fair value | 23,530,000 |
Deferred underwriting fee payable | 8,050,000 |
Total Liabilities | 31,895,328 |
Commitments and contingencies | |
Class A common stock subject to possible redemption, 19,417,900 shares at $10.00 per share redemption value | 194,719,000 |
Stockholders' Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 |
Additional paid-in capital | 13,246,266 |
Accumulated deficit | (8,247,187) |
Total Stockholders' Equity | 5,000,007 |
Total Liabilities and Stockholders' Equity | 231,614,335 |
Class A Common Stock [Member] | |
Stockholders' Equity | |
Common stock | 353 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock | $ 575 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Common stock subject to possible redemption (in shares) | 19,417,900 |
Common stock subject to possible redemption, price (in dollars per share) | $ / shares | $ 10 |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 |
Common stock, shares issued (in shares) | 3,528,100 |
Common stock, shares outstanding (in shares) | 3,528,100 |
Class B Common Stock [Member] | |
Stockholders' Equity | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 |
Common stock, shares issued (in shares) | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Loss from operations | |
General and administrative expenses | $ 480,436 |
Loss from operations | (480,436) |
Other income (expense): | |
Transaction costs allocated to warrant liability | (580,000) |
Change in fair value of warrants | (7,240,000) |
Interest earned on investments held in Trust Account | 53,249 |
Loss before provision for income taxes | (8,247,187) |
Provision for income taxes | 0 |
Net loss | $ (8,247,187) |
Redeemable Class A Common Stock [Member] | |
Other income (expense): | |
Weighted average shares outstanding of common stock (in shares) | shares | 23,000,000 |
Basic and diluted net loss per common stock (in dollars per share) | $ / shares | $ 0 |
Non-redeemable Class B Common Stock [Member] | |
Other income (expense): | |
Weighted average shares outstanding of common stock (in shares) | shares | 5,435,083 |
Basic and diluted net loss per common stock (in dollars per share) | $ / shares | $ (1.51) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class A Common Stock [Member] |
Beginning balance at Jun. 22, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Jun. 22, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (429,155) | |||||
Ending balance at Sep. 30, 2020 | 5,000,009 | |||||
Beginning balance at Jun. 22, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |
Beginning balance (in shares) at Jun. 22, 2020 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 5,750,000 | ||||
Sale of 23,000,000 Units, net of fair value allocated to public warrants | $ 2,300 | $ 0 | 195,510 | 0 | 195,512,623 | |
Sale of 23,000,000 Units, net of fair value allocated to public warrants (in shares) | 23,000,000 | 0 | ||||
Transaction costs net of allocation to warrant liabilities | $ 0 | $ 0 | (12,368,806) | 0 | (12,368,806) | |
Proceeds in excess of fair value from sale of private Placement Warrants | 0 | 0 | 660,000 | 0 | 660,000 | |
Common stock subject to possible redemption | $ (1,947) | $ 0 | (194,717,288) | 0 | (194,719,235) | |
Common stock subject to possible redemption (in shares) | (19,471,900) | 0 | (19,471,900) | |||
Net loss | $ 0 | $ 0 | 0 | (8,247,187) | (8,247,187) | |
Ending balance at Dec. 31, 2020 | $ 353 | $ 575 | $ 13,246,266 | $ (8,247,187) | $ 5,000,007 | |
Ending balance (in shares) at Dec. 31, 2020 | 3,528,100 | 5,750,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 6 Months Ended |
Dec. 31, 2020shares | |
Public Shares [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 23,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (429,155) | $ (8,247,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (181,000) | 7,240,000 |
Transaction costs allocated to warrant liability | 580,000 | 580,000 |
Interest earned on investments held in Trust Account | (53,249) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (273,852) | |
Accrued expenses | 298,328 | |
Net cash used in operating activities | (24,003) | (455,960) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,796,000 | |
Proceeds from sale of Private Placement Warrants | 6,600,000 | |
Proceeds from promissory note - related party | 250,000 | |
Repayment of promissory note - related party | (250,000) | |
Payment of offering costs | (677,806) | |
Net cash provided by financing activities | 231,743,194 | |
Net Change in Cash | 1,287,234 | |
Cash - Beginning of period | $ 0 | 0 |
Cash - End of period | 1,287,234 | |
Non-Cash financing activities: | ||
Deferred underwriting fee payable | 8,050,000 | |
Offering costs included in accrued offering costs | 17,000 | |
Class A Common Stock [Member] | ||
Non-Cash financing activities: | ||
Initial classification of common stock subject to possible redemption | 202,384,370 | |
Change in value of common stock subject to possible redemption | $ (7,665,370) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Sandbridge Acquisition Corporation (the “Company”) was incorporated in Delaware on June 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 23, 2020 (inception) through December 31, 2020 related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 14, 2020. On September 17, 2020 the Company completed the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Sandbridge Acquisition Holdings LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 5. Transaction costs amounted to $12,948,806, consisting of $4,204,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $694,806 of other offering costs. Following the closing of the Initial Public Offering on September 17, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination, and the Company’s management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until September 17, 2022, or such later date as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to the Public Warrants (as defined in Note 4) and Private Placement Warrants that the Company issued in September 2020, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. In May 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal to the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on its evaluation, management concluded that the Company’s warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. As a result of the above, the Company is reclassifying the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash and cash equivalents, total assets, or cash flows. The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein and as of the date of the Company’s consummation of its IPO. As Adjustments As Balance sheet as of September 17, 2020 (audited) Warrant Liability $ — $ 16,290,000 $ 16,290,000 Total Liabilities 8,579,943 16,290,000 24,869,943 Class A Common Stock Subject to Possible Redemption 218,646,370 (16,290,000 ) 202,384,370 Class A common stock 113 163 276 Additional Paid-in Capital 5,001,136 579,837 5,580,973 Accumulated Deficit (1,818 ) (580,000 ) (581,818 ) Total Stockholders’ Equity 5,000,006 — 5,000,006 Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 16,109,000 $ 16,109,000 Total Liabilities 8,101,692 16,109,000 24,210,692 Class A Common Stock Subject to Possible Redemption 218,646,030 (16,109,000 ) 202,537,030 Class A common stock 114 161 275 Additional Paid-in Capital 5,029,475 398,839 5,428,314 Accumulated deficit (30,155 ) (399,000 ) (429,155 ) Total Stockholders’ Equity 5,000,009 — 5,000,009 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 23,530,000 $ 23,530,000 Total Liabilities 8,365,328 23,530,000 31,895,328 Class A Common Stock Subject to Possible Redemption 218,249,000 (23,530,000 ) 194,719,000 Class A Common Stock 118 235 353 Additional Paid-in Capital 5,426,501 7,819,765 13,246,266 Accumulated Deficit (427,187 ) (7,820,000 ) (8,247,187 ) Total Stockholders’ Equity 5,000,007 — 5,000,007 Statement of operations for the three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability — 181,000 181,000 Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Loss before provision for income taxes (30,155 ) (399,000 ) (429,155 ) Net loss (30,155 ) (399,000 ) (429,155 ) Basic and diluted net loss per share: Class B common stock (0.01 ) (0.06 ) (0.07 ) Statement of operations for the Period from June 23, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability — 181,000 181,000 Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Loss before provision for income taxes (30,155 ) (399,000 ) (429,155 ) Net loss (30,155 ) (399,000 ) (429,155 ) Basic and diluted net loss per share: Class B common stock (0.01 ) (0.06 ) (0.07 ) Statement of operations for the Period from June 23, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability — (7,240,000 ) (7,240,000 ) Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Net loss (427,187 ) (7,820,000 ) (8,247,187 ) Basic and diluted net loss per share: Class B common stock (0.08 ) (1.43 ) (1.51 ) Cash flow statement for the period from June 23, 2020 (inception) to September 30, 2020 (unaudited) Net loss (30,155 ) (399,000 ) (429,155 ) Change in fair value of warrant liability — (181,000 ) (181,000 ) Transaction costs allocated to warrant liability — 580,000 580,000 Net cash used in operating activities (24,003 ) — (24,003 ) Cash flow statement for the period from June 23, 2020 (inception) to December 31, 2020 (audited) Net loss (427,187 ) (7,820,000 ) (8,247,187 ) Change in fair value of warrant liability — 7,240,000 7,240,000 Transaction costs allocated to warrant liability — 580,000 580,000 Net cash used in operating activities (455,960 ) — (455,960 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of December 31, 2020. Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. C lass 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 19,417,900 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $12,368,806 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs of $580,000 allocated to the issuance of warrants were expensed and included in net loss. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 23, 2020 (inception) December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 53,249 Less: Company’s portion available to pay taxes (53,249 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (8,247,187 ) Redeemable Net Earnings — Non-Redeemable Net Loss $ (7,887,187 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,435,083 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (1.51 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On July 3, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In August 2020, the Sponsor transferred 40,000 Founder Shares to independent director Mr. De Sole, 25,000 Founder Shares to independent director Mr. Toubassy and 30,000 Founder Shares to advisor Mr. Hilfiger at their original per share purchase price. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on September 14, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, utilities and secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 23, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services. Promissory Note – Related Party On July 3, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2021 and the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $250,000 was repaid at the closing of the Initial Public Offering on September 17, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, no Working Capital Loans were outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and stockholder rights agreement entered into on September 14, 2020, holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by these holders will be entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act. The Company will bear certain expenses incurred in connection with the filing of any such registration statements. In addition, pursuant to the registration and stockholder rights agreement, upon consummation of a Business Combination, the Sponsor and the future holders of Founder Shares (or securities into which the Founder Shares convert) held by the Sponsor will be entitled to designate three individuals for nomination for election to the Company’s board of directors for so long as they continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 30% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus and (ii) one individual for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 20% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Underwriting Agreement Certain of the underwriters of the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days after the closing of the Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $753 in cash and $230,052,496 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 3/18/2021) 1 $ 230,052,496 $ 4,291 $ 230,056,787 At December 31, 2020, there were 11,500,000 Public Warrants and 6,600,000 Private Placement Warrants outstanding. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Description December 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 230,053,249 $ 230,053,249 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 14,950,000 $ 14,950,000 $ — $ — Warrant Liability – Private Placement Warrants $ 8,580,000 $ — $ 8,580,000 $ — Initial Measurement The Company utilized a binomial lattice model to value the warrants on September 17, 2020, the date of the Company’s Initial Public Offering. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At Unit price $ 10.00 Strike price $ 11.50 Term (in years) 1.0 Volatility 16.0 Risk-free rate 0.38 Dividend yield 0.0 Fair value of warrants $ 0.90 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. Following the separation of the Warrants, the Public Warrants for each quarterly reporting period and as of December 31, 2020 are classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants for each quarterly reporting period and as of December 31, 2020 are classified as Level 2 due to the use of a quoted market price for a similar liability. During the period ended December 31, 2020, Public and Private Placement warrants were reclassified from Level 3 (at initial measurement) to Level 1 and Level 2, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. As of December 31, 2020, the aggregate value of Public Warrants and Private warrants was $23.53 million. The following table presents the changes in the Level 3 fair value of warrant liabilities: Private Public Warrant Fair value as of June 23, 2020 $ — $ — $ — Initial measurement on September 17, 2020 5,940,000 10,350,000 16,290,000 Change in fair value of warrant liabilities 2,640,000 4,600,000 7,240,000 Transfer from Level 3 to Level 2 (8,580,000 ) — (8,580,000 ) Transfer from Level 3 to Level 1 — (14,950,000 ) (14,950,000 ) Level 3 fair value as of December 31, 2020 $ — $ — $ — |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
INCOME TAX | NOTE 11. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 10,861 Organizational costs/Startup expenses 78,848 Total deferred tax asset 89,709 Valuation allowance (89,709 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (89,709 ) State Current $ — Deferred — Change in valuation allowance 89,709 Income tax provision $ — As of December 31, 2020, the Company had a U.S. federal net operating loss carryover of approximately $52,000 available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 23, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $89,709. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (18.9 %) Change in valuation allowance (2.1 %) Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of December 31, 2020. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Class A Common Stock Subject to Possible Redemption | C lass 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 19,417,900 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $12,368,806 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs of $580,000 allocated to the issuance of warrants were expensed and included in net loss. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 23, 2020 (inception) December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 53,249 Less: Company’s portion available to pay taxes (53,249 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (8,247,187 ) Redeemable Net Earnings — Non-Redeemable Net Loss $ (7,887,187 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,435,083 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (1.51 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
Effect of Restatement on Financial Statements | The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein and as of the date of the Company’s consummation of its IPO. As Adjustments As Balance sheet as of September 17, 2020 (audited) Warrant Liability $ — $ 16,290,000 $ 16,290,000 Total Liabilities 8,579,943 16,290,000 24,869,943 Class A Common Stock Subject to Possible Redemption 218,646,370 (16,290,000 ) 202,384,370 Class A common stock 113 163 276 Additional Paid-in Capital 5,001,136 579,837 5,580,973 Accumulated Deficit (1,818 ) (580,000 ) (581,818 ) Total Stockholders’ Equity 5,000,006 — 5,000,006 Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 16,109,000 $ 16,109,000 Total Liabilities 8,101,692 16,109,000 24,210,692 Class A Common Stock Subject to Possible Redemption 218,646,030 (16,109,000 ) 202,537,030 Class A common stock 114 161 275 Additional Paid-in Capital 5,029,475 398,839 5,428,314 Accumulated deficit (30,155 ) (399,000 ) (429,155 ) Total Stockholders’ Equity 5,000,009 — 5,000,009 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 23,530,000 $ 23,530,000 Total Liabilities 8,365,328 23,530,000 31,895,328 Class A Common Stock Subject to Possible Redemption 218,249,000 (23,530,000 ) 194,719,000 Class A Common Stock 118 235 353 Additional Paid-in Capital 5,426,501 7,819,765 13,246,266 Accumulated Deficit (427,187 ) (7,820,000 ) (8,247,187 ) Total Stockholders’ Equity 5,000,007 — 5,000,007 Statement of operations for the three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability — 181,000 181,000 Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Loss before provision for income taxes (30,155 ) (399,000 ) (429,155 ) Net loss (30,155 ) (399,000 ) (429,155 ) Basic and diluted net loss per share: Class B common stock (0.01 ) (0.06 ) (0.07 ) Statement of operations for the Period from June 23, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability — 181,000 181,000 Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Loss before provision for income taxes (30,155 ) (399,000 ) (429,155 ) Net loss (30,155 ) (399,000 ) (429,155 ) Basic and diluted net loss per share: Class B common stock (0.01 ) (0.06 ) (0.07 ) Statement of operations for the Period from June 23, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability — (7,240,000 ) (7,240,000 ) Transaction costs allocated to warrant liability — (580,000 ) (580,000 ) Net loss (427,187 ) (7,820,000 ) (8,247,187 ) Basic and diluted net loss per share: Class B common stock (0.08 ) (1.43 ) (1.51 ) Cash flow statement for the period from June 23, 2020 (inception) to September 30, 2020 (unaudited) Net loss (30,155 ) (399,000 ) (429,155 ) Change in fair value of warrant liability — (181,000 ) (181,000 ) Transaction costs allocated to warrant liability — 580,000 580,000 Net cash used in operating activities (24,003 ) — (24,003 ) Cash flow statement for the period from June 23, 2020 (inception) to December 31, 2020 (audited) Net loss (427,187 ) (7,820,000 ) (8,247,187 ) Change in fair value of warrant liability — 7,240,000 7,240,000 Transaction costs allocated to warrant liability — 580,000 580,000 Net cash used in operating activities (455,960 ) — (455,960 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 23, 2020 (inception) December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 53,249 Less: Company’s portion available to pay taxes (53,249 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income (Loss) minus Redeemable Net Earnings Net Income (Loss) $ (8,247,187 ) Redeemable Net Earnings — Non-Redeemable Net Loss $ (7,887,187 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,435,083 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (1.51 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Gross Holding Gains and Fair Value of Held-to-Maturity Securities | The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 3/18/2021) 1 $ 230,052,496 $ 4,291 $ 230,056,787 |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Description December 31, Quoted Prices Significant Significant Assets: Cash and marketable securities held in Trust Account $ 230,053,249 $ 230,053,249 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 14,950,000 $ 14,950,000 $ — $ — Warrant Liability – Private Placement Warrants $ 8,580,000 $ — $ 8,580,000 $ — |
Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: At Unit price $ 10.00 Strike price $ 11.50 Term (in years) 1.0 Volatility 16.0 Risk-free rate 0.38 Dividend yield 0.0 Fair value of warrants $ 0.90 |
Change in Level 3 Fair Value of Warrant Liabilities | The following table presents the changes in the Level 3 fair value of warrant liabilities: Private Public Warrant Fair value as of June 23, 2020 $ — $ — $ — Initial measurement on September 17, 2020 5,940,000 10,350,000 16,290,000 Change in fair value of warrant liabilities 2,640,000 4,600,000 7,240,000 Transfer from Level 3 to Level 2 (8,580,000 ) — (8,580,000 ) Transfer from Level 3 to Level 1 — (14,950,000 ) (14,950,000 ) Level 3 fair value as of December 31, 2020 $ — $ — $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 10,861 Organizational costs/Startup expenses 78,848 Total deferred tax asset 89,709 Valuation allowance (89,709 ) Deferred tax asset, net of allowance $ — |
Income Tax Provision | The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (89,709 ) State Current $ — Deferred — Change in valuation allowance 89,709 Income tax provision $ — |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (18.9 %) Change in valuation allowance (2.1 %) Income tax provision 0.0 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Sep. 17, 2020 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 230,000,000 | $ 225,796,000 |
Transaction costs | 12,948,806 | |
Underwriting fees | 4,204,000 | |
Deferred underwriting fees | 8,050,000 | |
Other costs | 694,806 | |
Net proceeds placed in trust account | $ 230,000,000 | $ 230,053,249 |
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ 10 | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ 10 | |
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Private Placement Warrants [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ 1 | |
Warrants issued (in shares) | 6,600,000 | |
Gross proceeds from issuance of warrants | $ 6,600,000 | |
Initial Public Offering [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Deferred underwriting fees | $ 8,050,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Share price (in dollars per share) | $ 10 | |
Redemption price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Share price (in dollars per share) | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 17, 2020 | Jun. 22, 2020 |
Balance Sheet [Abstract] | ||||
Warrant Liability | $ 23,530,000 | $ 16,109,000 | $ 16,290,000 | |
Total Liabilities | 31,895,328 | 24,210,692 | 24,869,943 | |
Class A Common Stock Subject to Possible Redemption | 194,719,000 | 202,537,030 | 202,384,370 | |
Additional Paid-in Capital | 13,246,266 | 5,428,314 | 5,580,973 | |
Accumulated Deficit | (8,247,187) | (429,155) | (581,818) | |
Total Stockholders' Equity | 5,000,007 | 5,000,009 | 5,000,006 | $ 0 |
Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A common stock | 353 | 275 | 276 | |
As Previously Reported [Member] | ||||
Balance Sheet [Abstract] | ||||
Warrant Liability | 0 | 0 | 0 | |
Total Liabilities | 8,365,328 | 8,101,692 | 8,579,943 | |
Class A Common Stock Subject to Possible Redemption | 218,249,000 | 218,646,030 | 218,646,370 | |
Additional Paid-in Capital | 5,426,501 | 5,029,475 | 5,001,136 | |
Accumulated Deficit | (427,187) | (30,155) | (1,818) | |
Total Stockholders' Equity | 5,000,007 | 5,000,009 | 5,000,006 | |
As Previously Reported [Member] | Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A common stock | 118 | 114 | 113 | |
Accounting for Warrants [Member] | Adjustments [Member] | ||||
Balance Sheet [Abstract] | ||||
Warrant Liability | 23,530,000 | 16,109,000 | 16,290,000 | |
Total Liabilities | 23,530,000 | 16,109,000 | 16,290,000 | |
Class A Common Stock Subject to Possible Redemption | (23,530,000) | (16,109,000) | (16,290,000) | |
Additional Paid-in Capital | 7,819,765 | 398,839 | 579,837 | |
Accumulated Deficit | (7,820,000) | (399,000) | (580,000) | |
Total Stockholders' Equity | 0 | 0 | 0 | |
Accounting for Warrants [Member] | Adjustments [Member] | Class A Common Stock [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A common stock | $ 235 | $ 161 | $ 163 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Operations [Abstract] | |||
Change in fair value of warrants | $ 181,000 | $ 181,000 | $ (7,240,000) |
Transaction costs allocated to warrant liability | (580,000) | (580,000) | (580,000) |
Loss before provision for income taxes | (429,155) | (429,155) | (8,247,187) |
Net loss | $ (429,155) | $ (429,155) | $ (8,247,187) |
Class B Common Stock [Member] | |||
Statement of Operations [Abstract] | |||
Basic and diluted net loss per common stock (in dollars per share) | $ (0.07) | $ (0.07) | $ (1.51) |
As Previously Reported [Member] | |||
Statement of Operations [Abstract] | |||
Change in fair value of warrants | $ 0 | $ 0 | $ 0 |
Transaction costs allocated to warrant liability | 0 | 0 | 0 |
Loss before provision for income taxes | (30,155) | (30,155) | |
Net loss | $ (30,155) | $ (30,155) | $ (427,187) |
As Previously Reported [Member] | Class B Common Stock [Member] | |||
Statement of Operations [Abstract] | |||
Basic and diluted net loss per common stock (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.08) |
Accounting for Warrants [Member] | Adjustments [Member] | |||
Statement of Operations [Abstract] | |||
Change in fair value of warrants | $ 181,000 | $ 181,000 | $ (7,240,000) |
Transaction costs allocated to warrant liability | (580,000) | (580,000) | (580,000) |
Loss before provision for income taxes | (399,000) | (399,000) | |
Net loss | $ (399,000) | $ (399,000) | $ (7,820,000) |
Accounting for Warrants [Member] | Adjustments [Member] | Class B Common Stock [Member] | |||
Statement of Operations [Abstract] | |||
Basic and diluted net loss per common stock (in dollars per share) | $ (0.06) | $ (0.06) | $ (1.43) |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Cash Flow Statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flow Statement [Abstract] | |||
Net loss | $ (429,155) | $ (429,155) | $ (8,247,187) |
Change in fair value of warrant liability | (181,000) | 7,240,000 | |
Transaction costs allocated to warrant liability | 580,000 | 580,000 | 580,000 |
Net cash used in operating activities | (24,003) | (455,960) | |
As Previously Reported [Member] | |||
Cash Flow Statement [Abstract] | |||
Net loss | (30,155) | (30,155) | (427,187) |
Change in fair value of warrant liability | 0 | 0 | |
Transaction costs allocated to warrant liability | 0 | 0 | 0 |
Net cash used in operating activities | (24,003) | (455,960) | |
Accounting For Warrants [Member] | Adjustments [Member] | |||
Cash Flow Statement [Abstract] | |||
Net loss | (399,000) | (399,000) | (7,820,000) |
Change in fair value of warrant liability | (181,000) | 7,240,000 | |
Transaction costs allocated to warrant liability | 580,000 | $ 580,000 | 580,000 |
Net cash used in operating activities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Offering Costs [Abstract] | ||||
Offering costs charged to stockholder's equity | 12,368,806 | |||
Offering costs allocated to issuance of warrants | $ 580,000 | $ 580,000 | 580,000 | |
Income Taxes [Abstract] | ||||
Unrecognized tax benefits | 0 | 0 | ||
Accrued interest and penalties | 0 | $ 0 | ||
Numerator: [Abstract] | ||||
Interest Income | 53,249 | |||
Net Income (Loss) | $ (429,155) | $ (429,155) | $ (8,247,187) | |
Class A Common Stock [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Class A common stock, shares subject to possible redemption (in shares) | 19,417,900 | 19,417,900 | ||
Net Income (Loss) per Common Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,100,000 | |||
Redeemable Class A Common Stock [Member] | ||||
Numerator: [Abstract] | ||||
Interest Income | $ 53,249 | |||
Less: Company's portion available to pay taxes | (53,249) | |||
Net Earnings | $ 0 | |||
Denominator: [Abstract] | ||||
Weighted average shares outstanding of common stock (in shares) | 23,000,000 | 23,000,000 | ||
Earnings (Loss)/Basic and Diluted Non-Redeemable Class A and B Common Stock (in dollars per share) | $ 0 | |||
Non-Redeemable Class B Common Stock [Member] | ||||
Numerator: [Abstract] | ||||
Net Income (Loss) | $ (8,247,187) | |||
Net Earnings | 0 | |||
Non-Redeemable Net Loss | $ (7,887,187) | |||
Denominator: [Abstract] | ||||
Weighted average shares outstanding of common stock (in shares) | 5,435,083 | |||
Earnings (Loss)/Basic and Diluted Non-Redeemable Class A and B Common Stock (in dollars per share) | $ (1.51) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Sep. 17, 2020 | Dec. 31, 2020 |
Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 0.5 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] | Sep. 17, 2020USD ($)$ / sharesshares |
Private Placement Warrants [Abstract] | |
Warrants issued (in shares) | shares | 6,600,000 |
Share price (in dollars per share) | $ / shares | $ 1 |
Gross proceeds from issuance of warrants | $ | $ 6,600,000 |
Class A Common Stock [Member] | |
Private Placement Warrants [Abstract] | |
Number of securities called by each warrant (in shares) | shares | 1 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Jul. 03, 2020USD ($)shares | Aug. 31, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares |
Founder Shares [Abstract] | |||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||
Stock conversion basis at time of business combination | 1 | ||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Threshold period after initial Business Combination | 150 days | ||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 5,750,000 | ||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||
Ownership interest, as converted percentage | 20.00% | ||
Number of shares no longer subject to forfeiture (in shares) | 750,000 | ||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 750,000 | ||
Founder Shares [Member] | Mr. De Sole [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 40,000 | ||
Founder Shares [Member] | Mr. Toubassy [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 25,000 | ||
Founder Shares [Member] | Mr. Hilfiger [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 30,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($) | Sep. 17, 2020 | Sep. 14, 2020 | Jul. 03, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 250,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 250,000 | |||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 250,000 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party expense | 40,000 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 1,500,000 | |||
Share price (in dollars per share) | $ 1 | |||
Promissory note, outstanding | $ 0 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Registration Rights (Details) | Sep. 14, 2020Individuals |
Registration and Stockholder Rights [Abstract] | |
Number of individuals can be nominated for election in board of directors by 50% funders share holder | 3 |
Number of individuals can be nominated for election in board of directors by 30% funders share holder | 2 |
Number of individuals can be nominated for election in board of directors by 20% funders share holder | 1 |
Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | 2 |
Minimum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Threshold percentage of outstanding registrable securities holder, to make demand | 20.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) | Sep. 17, 2020USD ($)$ / sharesshares |
Underwriting Agreement [Abstract] | |
Deferred underwriting fees | $ 8,050,000 |
Initial Public Offering [Member] | |
Underwriting Agreement [Abstract] | |
Underwriters deferred fee (in dollars per unit) | $ / shares | $ 0.35 |
Deferred underwriting fees | $ 8,050,000 |
Initial Public Offering [Member] | PIMCO [Member] | |
Underwriting Agreement [Abstract] | |
Units issued (in shares) | shares | 1,980,000 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Stock conversion basis at time of business combination | 1 |
Stock conversion percentage threshold | 20.00% |
Class A Common Stock [Member] | |
Stockholders' Equity [Abstract] | |
Common stock, shares authorized (in shares) | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued (in shares) | 3,528,100 |
Common stock, shares outstanding (in shares) | 3,528,100 |
Voting right per share | One vote |
Common stock subject to possible redemption (in shares) | 19,471,900 |
Class B Common Stock [Member] | |
Stockholders' Equity [Abstract] | |
Common stock, shares authorized (in shares) | 10,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued (in shares) | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 |
Voting right per share | One vote |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Expiration period of warrants | 5 years |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Minimum [Member] | |
Warrants [Abstract] | |
Period for warrants to become exercisable upon closing of business combination | 30 days |
Maximum [Member] | |
Warrants [Abstract] | |
Period for warrants to become exercisable after IPO | 12 months |
Class A Common Stock [Member] | Private Placement Warrant [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 18 |
Percentage of newly issued price to be adjusted to exercise price of warrants | 115.00% |
Percentage of newly issued price to be adjusted to redemption trigger price | 180.00% |
Warrant redemption trigger price (in dollars per share) | $ 10 |
Period for warrants to become exercisable | 30 days |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds from such issuances newly issued price | 60.00% |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Number of trading days | 20 days |
Trading day threshold period | 30 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Number of trading days | 20 days |
Period commencing after the warrants become exercisable | 90 days |
Trading day threshold period | 30 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS, Gross
FAIR VALUE MEASUREMENTS, Gross Holding Gains and Fair Value of Held-to-Maturity Securities (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust | $ 753 |
US Treasury Securities [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust | 230,052,496 |
Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member] | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Amortized Cost | 230,052,496 |
Gross Holding Gain | 4,291 |
Fair Value | $ 230,056,787 |
Maturity Date | Mar. 18, 2021 |
FAIR VALUE MEASUREMENTS, Warran
FAIR VALUE MEASUREMENTS, Warrants (Details) | Dec. 31, 2020shares |
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants outstanding (in shares) | 11,500,000 |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants outstanding (in shares) | 6,600,000 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] | Dec. 31, 2020USD ($) |
Assets [Abstract] | |
Cash and marketable securities held in Trust Account | $ 230,053,249 |
Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 14,950,000 |
Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 8,580,000 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets [Abstract] | |
Cash and marketable securities held in Trust Account | 230,053,249 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 14,950,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 0 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets [Abstract] | |
Cash and marketable securities held in Trust Account | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 8,580,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets [Abstract] | |
Cash and marketable securities held in Trust Account | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant Liability | $ 0 |
FAIR VALUE MEASUREMENTS, Initia
FAIR VALUE MEASUREMENTS, Initial Measurement (Details) - Initial Public Offering [Member] | Sep. 17, 2020shares |
Public Warrants [Member] | |
Initial Measurement [Abstract] | |
Number of securities called by each unit (in shares) | 0.5 |
Class A Common Stock [Member] | |
Initial Measurement [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
FAIR VALUE MEASUREMENTS, Level
FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurements (Details) | Dec. 31, 2020 | Sep. 17, 2020$ / shares |
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years | |
Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.90 | |
Term (in years) | 1 year | |
Warrant [Member] | Unit Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 10 | |
Warrant [Member] | Strike Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Warrant [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 16 | |
Warrant [Member] | Risk-free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.38 | |
Warrant [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 |
FAIR VALUE MEASUREMENTS, Subseq
FAIR VALUE MEASUREMENTS, Subsequent Measurement (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 17, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrant liability | $ 23,530,000 | $ 16,109,000 | $ 16,290,000 |
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability | 23,530,000 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability | $ 23,530,000 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Level 3 Fair Value of Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Unobservable Input Reconciliation [Roll Forward] | |||
Change in fair value of warrant liabilities | $ 181,000 | $ 181,000 | $ (7,240,000) |
Warrant Liabilities [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Level 3 - Beginning balance | 0 | 0 | |
Initial measurement on September 17, 2020 | 16,290,000 | ||
Change in fair value of warrant liabilities | 7,240,000 | ||
Level 3 - Ending balance | 0 | ||
Warrant Liabilities [Member] | Level 2 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | (8,580,000) | ||
Warrant Liabilities [Member] | Level 1 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | (14,950,000) | ||
Warrant Liabilities [Member] | Private Placement Warrants [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Level 3 - Beginning balance | 0 | 0 | |
Initial measurement on September 17, 2020 | 5,940,000 | ||
Change in fair value of warrant liabilities | 2,640,000 | ||
Level 3 - Ending balance | 0 | ||
Warrant Liabilities [Member] | Private Placement Warrants [Member] | Level 2 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | (8,580,000) | ||
Warrant Liabilities [Member] | Private Placement Warrants [Member] | Level 1 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | 0 | ||
Warrant Liabilities [Member] | Public Warrants [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Level 3 - Beginning balance | $ 0 | 0 | |
Initial measurement on September 17, 2020 | 10,350,000 | ||
Change in fair value of warrant liabilities | 4,600,000 | ||
Level 3 - Ending balance | 0 | ||
Warrant Liabilities [Member] | Public Warrants [Member] | Level 2 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | 0 | ||
Warrant Liabilities [Member] | Public Warrants [Member] | Level 1 [Member] | |||
Unobservable Input Reconciliation [Roll Forward] | |||
Transfer from Level 3 | $ (14,950,000) |
INCOME TAX (Details)
INCOME TAX (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Deferred Tax Asset [Abstract] | ||
Net operating loss carryforward | $ 10,861 | $ 10,861 |
Organizational costs/Startup expenses | 78,848 | 78,848 |
Total deferred tax asset | 89,709 | 89,709 |
Valuation allowance | (89,709) | (89,709) |
Deferred tax asset, net of allowance | 0 | 0 |
Federal [Abstract] | ||
Current | 0 | |
Deferred | (89,709) | |
State [Abstract] | ||
Current | 0 | |
Deferred | 0 | |
Change in valuation allowance | 89,709 | |
Income tax provision | 0 | 0 |
Operating Loss Carryforwards [Abstract] | ||
Net operating loss carryover | $ 52,000 | $ 52,000 |
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | |
State taxes, net of federal tax benefit | 0.00% | |
Change in fair value of warrant liability | (18.90%) | |
Change in valuation allowance | (2.10%) | |
Income tax provision | 0.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Feb. 15, 2021USD ($) | Dec. 31, 2020 |
Business Combination Agreement [Abstract] | ||
Stock conversion basis at time of business combination | 1 | |
Subsequent Event [Member] | Business Combination Agreement [Member] | ||
Business Combination Agreement [Abstract] | ||
Stock conversion basis at time of business combination | 1 | |
Subsequent Event [Member] | Maximum [Member] | Business Combination Agreement [Member] | ||
Business Combination Agreement [Abstract] | ||
Cash payment in lieu of vested options | $ 10 |