Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2020 | Mar. 10, 2021 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | Montes Archimedes Acquisition Corp | |
Transition Report | True | |
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 | |
ICFR Auditor Attestation Flag | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Public Float | $ 417.7 | |
Entity Central Index Key | 0001819263 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 10-K amends the Annual Report on Form 10-K of Montes Archimedes Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 22, 2021 (the "Original Filing"). | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | MAACU | |
Security Exchange Name | NASDAQ | |
Class A | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | MAAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 41,071,823 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 10,267,956 | |
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | MAACW | |
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Operating bank account | $ 1,696,491 |
Prepaid expenses | 276,093 |
Due from underwriters | 4,877 |
Total current assets | 1,977,461 |
Cash and Marketable Securities held in Trust Account | 410,803,411 |
Total Assets | 412,780,872 |
Current liabilities: | |
Accounts payable | 207,029 |
Accrued expenses | 240,402 |
Accrued income tax | 16,709 |
Franchise tax payable | 88,583 |
Total current liabilities | 552,723 |
Derivative warrant liability | 49,097,230 |
Deferred underwriting commissions | 14,375,138 |
Total liabilities | 64,025,091 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 34,375,578 shares subject to possible redemption at $10.00 per share | 343,755,780 |
Shareholders' Equity: | |
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 |
Additional paid-in capital | 15,772,622 |
Accumulated deficit | (10,774,318) |
Total stockholders' equity | 5,000,001 |
Total Liabilities and Stockholders' Equity | 412,780,872 |
Class A | |
Shareholders' Equity: | |
Common stock | 670 |
Class B | |
Shareholders' Equity: | |
Common stock | $ 1,027 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Shares subject to possible redemption, par value per share | $ / shares | $ 0.0001 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A | |
Shares subject to possible redemption, par value per share | $ / shares | $ 0.0001 |
Shares subject to possible redemption | 34,375,578 |
Shares subject to possible redemption, redemption per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 400,000,000 |
Common stock, shares issued | 6,696,245 |
Common stock, shares outstanding | 6,696,245 |
Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 40,000,000 |
Common stock, shares issued | 10,267,956 |
Common stock, shares outstanding | 10,267,956 |
Maximum shares subject to forfeiture | 0 |
Class B | Founder Shares | |
Maximum shares subject to forfeiture | 1,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 6 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
STATEMENT OF OPERATIONS | ||
General and administrative expenses | $ 338,227 | |
Administrative expenses - related party | 28,065 | |
Franchise tax expense | 88,583 | |
Loss from operations | (454,875) | |
Other Income: | ||
Change in fair value of derivative warrant liability | (3,587,890) | |
Financing costs - derivative warrant liability | (6,800,025) | |
Interest earned on marketable securities held in Trust Account | 79,568 | |
Unrealized gain on marketable securities held in Trust Account | 5,613 | |
Net loss before taxes | (10,757,609) | |
Income tax expense | 16,709 | |
Net loss | $ (10,774,318) | |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | shares | 34,386,548 | [1] |
Weighted average shares outstanding of common stock, basic and diluted | shares | 13,324,191 | |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.81) | |
[1] |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Dec. 31, 2020 - USD ($) | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Accumulated Deficit | Class A | Class B | Total |
Balance at the beginning at Jul. 05, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Jul. 05, 2020 | 0 | 0 | |||||
Issuance of Class B common stock to Sponsor | $ 1,150 | 23,850 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 11,500,000 | ||||||
Sale of units in initial public offering, gross | $ 4,107 | 380,526,333 | 380,530,440 | ||||
Sale of units in initial public offering, gross (in shares) | 41,071,823 | ||||||
Offering costs | (21,025,341) | (21,025,341) | |||||
Common stock subject to possible redemption | $ (3,437) | (343,752,343) | (343,755,780) | ||||
Common stock subject to possible redemption (in shares) | (34,375,578) | ||||||
Forfeiture of Class B common stock | $ (123) | 123 | |||||
Forfeiture of Class B common stock (in shares) | (1,232,044) | ||||||
Net loss | (10,774,318) | (10,774,318) | |||||
Balance at the ending at Dec. 31, 2020 | $ 670 | $ 1,027 | $ 15,772,622 | $ (10,774,318) | $ 5,000,001 | ||
Balance at the ending (in shares) at Dec. 31, 2020 | 6,696,245 | 10,267,956 | 41,071,823 | 10,267,956 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (10,774,318) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 3,587,890 |
Financing cost - derivative warrant liabilities | 6,800,025 |
Interest earned on marketable securities held in Trust Account | (79,568) |
Unrealized gain on marketable securities held in Trust Account | (5,613) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (260,093) |
Accounts payable | 207,029 |
Accrued expenses | 170,402 |
Accrued income tax | 16,709 |
Franchise tax payable | 88,583 |
Net cash used in operating activities | (248,954) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (410,718,230) |
Net cash used in investing activities | (410,718,230) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 200,000 |
Repayment of note payable to related party | (200,000) |
Proceeds received from initial public offering, gross | 410,718,230 |
Proceeds received from private placement | 10,214,366 |
Offering costs paid | (8,797,978) |
Reimbursement of offering costs from underwriters | 529,057 |
Net cash provided by financing activities | 412,663,675 |
Net increase in cash | 1,696,491 |
Cash - end of the period | 1,696,491 |
Supplemental disclosure of noncash activities: | |
Forfeiture of Class B common stock | 123 |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 9,000 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | 16,000 |
Offering costs included in accrued expenses | 70,000 |
Reimbursement of offering costs due from underwriters | 4,877 |
Deferred underwriting commissions in connection with the initial public offering | 14,375,138 |
Initial value of common stock subject to possible redemption | 347,655,010 |
Change in Value of Class A common stock subject to possible redemption | $ (3,899,230) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Dec. 31, 2020 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Montes Archimedes Acquisition Corp. (the "Company") is a blank check company incorporated in Delaware on July 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Patient Square Capital LLC (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on October 6, 2020. On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions (Note 6). The underwriters exercised the over-allotment option in part and on November 12, 2020 purchased an additional 1,071,823 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million (Note 5). Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, approximately $410.7 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account ("Trust Account") located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. "government securities," within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders (the "Public Stockholders") of the Company’s outstanding shares of Class A common stock sold in the Initial Public Offering (the "Public Shares") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule 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 "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 rule, or the Company decides to obtain stockholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 5) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The Certificate of Incorporation will provide 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 and the Company’s officers and directors (the "initial stockholders") agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) 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 upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 9, 2022, (as such period may be extended pursuant to the Certificate of Incorporation, 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 taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a "Target"), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account 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, then 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, 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. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from July 6, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.7 million in its operating bank account and working capital of approximately $1.5 million (not taking into account approximately $105,000 of taxes that may be paid using interest income from the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of $200,000 (see Note 5) to the Company. The Company fully repaid the Note on October 9, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the portion of the proceeds of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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 an 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in October 2020 (the “Warrants”), 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. 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 “Public Statement”). In the Public 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 and, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standard Codifications (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), our statement of operations did not include subsequent non-cash changes in estimated fair value of the Warrants. The views expressed in the Public Statement were not consistent with our historical interpretation of specific provisions within our warrant agreement, dated as of October 6, 2021 (“warrant agreement”), and our application of ASC 815-40 to the warrant agreement. Since issuance on October 9, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of December 31, 2020, and for the period from July 6, 2020 (inception) through December 31, 2020 should be restated because of a reclassification of our outstanding warrants to purchase common stock (the “Warrants”) and, solely as a result of this material weakness, should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 412,780,872 $ — $ 412,780,872 Liabilities and stockholders’ equity Total current liabilities $ 552,723 $ — $ 552,723 Deferred underwriting commissions 14,375,138 — 14,375,138 Derivative warrant liabilities — 49,097,230 49,097,230 Total liabilities 14,927,861 49,097,230 64,025,091 Class A common stock, $0.0001 par value; shares subject to possible redemption 392,853,010 (49,097,230) 343,755,780 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 179 491 670 Class B common stock - $0.0001 par value 1,027 — 1,027 Additional paid-in-capital 5,385,198 10,387,424 15,772,622 Accumulated deficit (386,403) (10,387,915) (10,774,318) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 412,780,872 $ — $ 412,780,872 Period From July 6, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (454,875) $ — $ (454,875) Other (expense) income: Financing costs - derivative warrant liabilities — (6,800,025) (6,800,025) Change in fair value of derivative warrant liabilities — (3,587,890) (3,587,890) Interest earned on marketable securities held in Trust Account 79,568 — 79,568 Unrealized gain on marketable securtities held in Trust Account 5,613 — 5,613 Total other (expense) income 85,181 (10,387,915) (10,302,734) Income tax expense 16,709 — 16,709 Net loss $ (386,403) $ (10,387,915) $ (10,774,318) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 38,896,852 (4,510,304) 34,386,548 Basic and diluted net loss per share, common stock subject to redemption $ — — $ — Weighted average shares outstanding of common stock, basic and diluted 10,985,515 2,338,676 13,324,191 Basic and diluted net loss per share, common stock $ (0.04) $ (0.77) $ (0.81) Period From July 6, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net cash used in operating activities (248,954) — (248,954) Net cash used in investing activities (410,718,230) — (410,718,230) Net cash provided by financing activities 412,663,675 — 412,663,675 Net change in cash $ 1,696,491 $ — $ 1,696,491 In addition, the impact to the balance sheet dated October 9, 2020, filed on Form 8-K on October 16, 2020 related to the impact of accounting for the Public Warrants and Private Placement Warrants as liabilities at fair value resulted in a $44.4 million increase to the derivative warrant liabilities line item at October 9, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There was also an increase of $6.6 million in additional paid-in capital and an increase of $6.6 million in accumulated deficit at October 9, 2020. There was no change to total stockholders’ equity at the reported balance sheet date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and any investments held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 34,375,578 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 20,535,912 warrants in connection with the Initial Public Offering (the “Public Warrants”) 10,214,365 warrants in a Private Placement Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. The excess of the fair value of the Private Placement Warrants over the proceeds received is recognized as a financing cost of the derivative liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are 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 common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Period from July 6, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company's portion available to be withdrawn to pay taxes (71,296) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (10,774,318) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,324,191 Basic and diluted net loss per share, Non-redeemable common stock $ (0.81) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4—Initial Public Offering On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions. The Underwriters exercised the over-allotment option in part and on November 12, 2020 purchased an additional 1,071,823 Over-Allotment Units, generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a "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 7). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On July 23, 2020, an affiliate of the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the "Founder Shares"), with such shares subsequently transferred to the Sponsor. On October 6, 2020, the Sponsor surrendered 2,875,000 shares of Class B common stock to the Company for no consideration, resulting in a decrease of the Founder Shares from 14,375,000 shares to 11,500,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial stockholders agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters partially exercised their over-allotment option in part on November 12, 2020; and the remaining over-allotment expired unexercised on November 20, 2020 resulting in the forfeiture of 1,232,044 share of Class B common stock. At December 31, 2020, there were 10,267,956 shares of Class B common stock outstanding, none subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination; (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million. Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000. The excess of fair value of the Private Placement Warrants of $5.1 million has been recognized as financing costs - derivative warrant liabilities. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $200,000 under the Note and fully repaid on October 9, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could 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 or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing October 7, 2020 through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. The Company incurred and paid $28,065 for such services for the period from October 7, 2020 through December 31, 2020. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments & Contingencies. | |
Commitments & Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to the registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $14.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters agreed to make a payment to the Company in an amount of 0.13% of the gross proceeds of the Initial Public Offering, or $520,000, to reimburse certain of offering expenses. The Company received such reimbursement on October 27, 2020. Upon closing of the Over-allotment on November 12, 2020, the underwriters received approximately $214,000 in fees paid upfront and eligible for an additional deferred underwriting commissions of approximately $375,000. In addition, the underwriters agreed to make an addition payment to the Company in an amount of 0.13% of the gross proceeds of the Over-allotment, or approximately $14,000, to reimburse certain of offering expenses . As of December 31, 2020, approximately $5,000 remained unpaid. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described below under "Redemption of warrants when the price per Class A common stock equals or exceeds $10.00"). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under "Redemption of warrants when the price per Class A common stock equals or exceeds $18.00" and "Redemption of warrants when the price per Class A common stock equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sale price of 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 (the "Reference Value") equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like. However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30‑day redemption period. Any such exercise would not be on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the "fair market value" of the Shares of Class A common stock; and · if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and · if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. The "fair market value" of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8—Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 41,071,823 shares of Class A common stock outstanding, including 34,375,578 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheet. Class B Common Stock — The Company is authorized to issue 40,000,000 shares of Class B common stock with a par value of $0.0001 per share. On July 23, 2020, an affiliate of the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 shares of Class B common stock, with such shares subsequently transferred to the Sponsor. On October 6, 2020, the Sponsor surrendered 2,875,000 shares of Class B common stock to the Company for no consideration, resulting in a decrease of the outstanding Class B common stock from 14,375,000 shares to 11,500,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender. Of these, an aggregate of up to 1,500,000 shares of Class B common stock that are subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters partially exercised their over-allotment option on November 12, 2020, and the remaining over-allotment expired unexercised on November 20, 2020 resulting in the forfeiture of 1,232,044 Class B common shares. As of December 31, 2020, 10,267,956 shares of Class B common stock were outstanding with no shares subject to forfeiture. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common stock and holders of our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Significant Significant Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Cash and Marketable Securities held in Trust Accounting: U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash $ 289 $ 410,803,411 Liabilities: Derivative warrant liabilities $ 32,652,100 $ — $ 16,445,130 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 2020 as the Public Warrants were separately listed and traded beginning in November 2020. The amount transferred to Level 1 was $30.2 million. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants (if not marked observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of October 9, 2020 Volatility 22.5 % Expected date of Business Combination Mar- 21 Risk-free rate 0.39 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities for the period from July 6, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at July 6, 2020 (inception) $ — Issuance of Public and Private Placement Warrants 45,509,340 Change in fair value of derivative warrant liabilities 3,587,890 Derivative warrant liabilities at December 31, 2020 $ 49,097,230 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 10—Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: For the Period from July 6, 2020 (inception) through December 31, 2020 Current Federal $ 16,709 State — Deferred Federal 94,345 State — Valuation allowance (94,345) Income tax provision $ 16,709 The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 95,524 Total deferred tax assets 95,524 Valuation allowance (94,345) Deferred tax asset, net of allowance $ 1,179 Deferred tax liabilites: Unrealized gain on marketable securities held in the Trust Account (1,179) Total deferred tax liabilities (1,179) Net Deferred tax assets/(liabilities), net of valulation allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from July 6, 2020 (inception) through December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liablities (7.0) Financing Cost (13.3) Change in Valuation Allowance (0.9) % Income Taxes Benefit (0.2) % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of 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. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 11—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through March 22, 2021, the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from July 6, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and any investments held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 20,535,912 warrants in connection with the Initial Public Offering (the “Public Warrants”) 10,214,365 warrants in a Private Placement Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. The excess of the fair value of the Private Placement Warrants over the proceeds received is recognized as a financing cost of the derivative liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. The future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Net Income Per Share of Common Stock | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are 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 common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Period from July 6, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company's portion available to be withdrawn to pay taxes (71,296) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (10,774,318) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,324,191 Basic and diluted net loss per share, Non-redeemable common stock $ (0.81) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement 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) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Schedule of restatement on the balance sheets and statements of operations | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 412,780,872 $ — $ 412,780,872 Liabilities and stockholders’ equity Total current liabilities $ 552,723 $ — $ 552,723 Deferred underwriting commissions 14,375,138 — 14,375,138 Derivative warrant liabilities — 49,097,230 49,097,230 Total liabilities 14,927,861 49,097,230 64,025,091 Class A common stock, $0.0001 par value; shares subject to possible redemption 392,853,010 (49,097,230) 343,755,780 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock - $0.0001 par value 179 491 670 Class B common stock - $0.0001 par value 1,027 — 1,027 Additional paid-in-capital 5,385,198 10,387,424 15,772,622 Accumulated deficit (386,403) (10,387,915) (10,774,318) Total stockholders’ equity 5,000,001 — 5,000,001 Total liabilities and stockholders’ equity $ 412,780,872 $ — $ 412,780,872 Period From July 6, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (454,875) $ — $ (454,875) Other (expense) income: Financing costs - derivative warrant liabilities — (6,800,025) (6,800,025) Change in fair value of derivative warrant liabilities — (3,587,890) (3,587,890) Interest earned on marketable securities held in Trust Account 79,568 — 79,568 Unrealized gain on marketable securtities held in Trust Account 5,613 — 5,613 Total other (expense) income 85,181 (10,387,915) (10,302,734) Income tax expense 16,709 — 16,709 Net loss $ (386,403) $ (10,387,915) $ (10,774,318) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 38,896,852 (4,510,304) 34,386,548 Basic and diluted net loss per share, common stock subject to redemption $ — — $ — Weighted average shares outstanding of common stock, basic and diluted 10,985,515 2,338,676 13,324,191 Basic and diluted net loss per share, common stock $ (0.04) $ (0.77) $ (0.81) Period From July 6, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net cash used in operating activities (248,954) — (248,954) Net cash used in investing activities (410,718,230) — (410,718,230) Net cash provided by financing activities 412,663,675 — 412,663,675 Net change in cash $ 1,696,491 $ — $ 1,696,491 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted per share of common stock | For the Period from July 6, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in trust Account $ 71,296 Less: Company's portion available to be withdrawn to pay taxes (71,296) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 34,386,548 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (10,774,318) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (10,774,318) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 13,324,191 Basic and diluted net loss per share, Non-redeemable common stock $ (0.81) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Cash and Marketable Securities held in Trust Accounting: U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash $ 289 $ 410,803,411 Liabilities: Derivative warrant liabilities $ 32,652,100 $ — $ 16,445,130 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of October 9, 2020 Volatility 22.5 % Expected date of Business Combination Mar- 21 Risk-free rate 0.39 % Dividend yield 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at July 6, 2020 (inception) $ — Issuance of Public and Private Placement Warrants 45,509,340 Change in fair value of derivative warrant liabilities 3,587,890 Derivative warrant liabilities at December 31, 2020 $ 49,097,230 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income tax provision (benefit) | For the Period from July 6, 2020 (inception) through December 31, 2020 Current Federal $ 16,709 State — Deferred Federal 94,345 State — Valuation allowance (94,345) Income tax provision $ 16,709 |
Schedule of Company's net deferred tax assets | December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 95,524 Total deferred tax assets 95,524 Valuation allowance (94,345) Deferred tax asset, net of allowance $ 1,179 Deferred tax liabilites: Unrealized gain on marketable securities held in the Trust Account (1,179) Total deferred tax liabilities (1,179) Net Deferred tax assets/(liabilities), net of valulation allowance $ — |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit) | For the Period from July 6, 2020 (inception) through December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liablities (7.0) Financing Cost (13.3) Change in Valuation Allowance (0.9) % Income Taxes Benefit (0.2) % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Jul. 23, 2020 | Dec. 31, 2020 |
Description of Organization, Business Operations and Basis of Presentation | ||||
Revenues | $ 0 | |||
Gross proceeds | $ 10,700,000 | |||
Proceeds from IPO and Private Placement placed in a Trust Account | $ 410,700,000 | |||
Proceeds per unit from IPO and Private Placement placed in a Trust Account | $ 10 | |||
Offering cost paid | 576,000 | 8,797,978 | ||
Deferred underwriting commissions | $ 375,000 | 14,375,138 | ||
Maximum shares subject to forfeiture | 1,071,823 | |||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 529,057 | ||
Threshold business days prior to Initial Business Combination for redemption of public shares | 2 days | |||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |||
Threshold trading days to redeem the shares | 10 days | |||
Operating bank account | $ 1,696,491 | |||
Working capital | 1,500,000 | |||
Interest income from Trust Account which may be used to pay taxes | 105,000 | |||
Repayment of note payable to related party | $ 200,000 | |||
Founder Shares | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | $ 25,000 | ||
Sponsor | Related Party Loans | Promissory Note | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Repayment of note payable to related party | $ 200,000 | |||
IPO | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Sale of units in initial public offering, gross (in shares) | 40,000,000 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 400,000,000 | |||
Offering cost paid | 22,100,000 | |||
Deferred underwriting commissions | 14,000,000 | |||
Reimbursement of offering costs from underwriters | $ 520,000 | |||
Percentage of aggregate fair market value of assets | 80.00% | |||
Ownership interest to be acquired on post-transaction company | 50.00% | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||
Per share value of residual assets in trust account | $ 10 | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Operating bank account | $ 1,700,000 | |||
Private Placement | Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Price per share | $ 1 | |||
Gross proceeds | $ 214,000 | $ 10,000,000 | ||
Number of warrants issued | 214,365 | 10,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements -Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Nov. 12, 2020 | Jul. 05, 2020 |
Restatement of Previously Issued Financial Statements | |||
Total assets | $ 412,780,872 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 552,723 | ||
Deferred underwriting commissions | 14,375,138 | $ 375,000 | |
Derivative warrant liability | 49,097,230 | ||
Total liabilities | 64,025,091 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 343,755,780 | ||
Stockholders' equity | |||
Preferred stock- $0.0001 par value | 0 | ||
Additional paid-in capital | 15,772,622 | ||
Accumulated deficit | (10,774,318) | ||
Total stockholders' equity | 5,000,001 | $ 0 | |
Total liabilities and stockholders' equity | $ 412,780,872 | ||
Common stock subject to possible redemption, par value | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | ||
Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Total assets | $ 412,780,872 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 552,723 | ||
Deferred underwriting commissions | 14,375,138 | ||
Derivative warrant liability | 49,097,230 | ||
Total liabilities | 64,025,091 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 343,755,780 | ||
Stockholders' equity | |||
Additional paid-in capital | 15,772,622 | ||
Accumulated deficit | (10,774,318) | ||
Total stockholders' equity | 5,000,001 | ||
Total liabilities and stockholders' equity | 412,780,872 | ||
Restatement of warrants as derivative liabilities | As Previously Reported | |||
Restatement of Previously Issued Financial Statements | |||
Total assets | 412,780,872 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 552,723 | ||
Deferred underwriting commissions | 14,375,138 | ||
Total liabilities | 14,927,861 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 392,853,010 | ||
Stockholders' equity | |||
Additional paid-in capital | 5,385,198 | ||
Accumulated deficit | (386,403) | ||
Total stockholders' equity | 5,000,001 | ||
Total liabilities and stockholders' equity | 412,780,872 | ||
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||
Liabilities and stockholders' equity | |||
Derivative warrant liability | 49,097,230 | ||
Total liabilities | 49,097,230 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (49,097,230) | ||
Stockholders' equity | |||
Additional paid-in capital | 10,387,424 | ||
Accumulated deficit | (10,387,915) | ||
Class A | |||
Stockholders' equity | |||
Common stock | $ 670 | ||
Common stock subject to possible redemption, par value | $ 0.0001 | ||
Common stock, par value | $ 0.0001 | ||
Class A | Restatement of warrants as derivative liabilities | |||
Stockholders' equity | |||
Common stock | $ 670 | ||
Class A | Restatement of warrants as derivative liabilities | As Previously Reported | |||
Stockholders' equity | |||
Common stock | 179 | ||
Class A | Restatement of warrants as derivative liabilities | Restatement Adjustment | |||
Stockholders' equity | |||
Common stock | 491 | ||
Class B | |||
Stockholders' equity | |||
Common stock | $ 1,027 | ||
Common stock, par value | $ 0.0001 | ||
Class B | Restatement of warrants as derivative liabilities | |||
Stockholders' equity | |||
Common stock | $ 1,027 | ||
Class B | Restatement of warrants as derivative liabilities | As Previously Reported | |||
Stockholders' equity | |||
Common stock | $ 1,027 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statement of Operations (Details) | 6 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Loss from operations | $ (454,875) | |
Other (expense) income: | ||
Financing cost - derivative warrant liabilities | 6,800,025 | |
Change in fair value of derivative warrant liability | 3,587,890 | |
Interest earned on marketable securities held in Trust Account | 79,568 | |
Unrealized gain on marketable securities held in Trust Account | 5,613 | |
Income tax expense | 16,709 | |
Net loss | $ (10,774,318) | |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | shares | 34,386,548 | [1] |
Weighted average shares outstanding of common stock, basic and diluted | shares | 13,324,191 | |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.81) | |
Restatement of warrants as derivative liabilities | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Loss from operations | $ (454,875) | |
Other (expense) income: | ||
Financing cost - derivative warrant liabilities | (6,800,025) | |
Change in fair value of derivative warrant liability | (3,587,890) | |
Interest earned on marketable securities held in Trust Account | 79,568 | |
Unrealized gain on marketable securities held in Trust Account | 5,613 | |
Total other (expense) income | (10,302,734) | |
Income tax expense | 16,709 | |
Net loss | $ (10,774,318) | |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | shares | 34,386,548 | |
Weighted average shares outstanding of common stock, basic and diluted | shares | 13,324,191 | |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.81) | |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Loss from operations | $ (454,875) | |
Other (expense) income: | ||
Interest earned on marketable securities held in Trust Account | 79,568 | |
Unrealized gain on marketable securities held in Trust Account | 5,613 | |
Total other (expense) income | 85,181 | |
Income tax expense | 16,709 | |
Net loss | $ (386,403) | |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | shares | 38,896,852 | |
Weighted average shares outstanding of common stock, basic and diluted | shares | 10,985,515 | |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.04) | |
Restatement Adjustment | Restatement of warrants as derivative liabilities | ||
Other (expense) income: | ||
Financing cost - derivative warrant liabilities | $ (6,800,025) | |
Change in fair value of derivative warrant liability | (3,587,890) | |
Total other (expense) income | (10,387,915) | |
Net loss | $ (10,387,915) | |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | shares | (4,510,304) | |
Weighted average shares outstanding of common stock, basic and diluted | shares | 2,338,676 | |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.77) | |
[1] |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($) | Oct. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Restatement of Previously Issued Financial Statements | |||
Net cash used in operating activities | $ (248,954) | ||
Net cash used in investing activities | (410,718,230) | ||
Net cash provided by financing activities | 412,663,675 | ||
Net increase in cash | 1,696,491 | ||
Public and private warrants as liabilities at fair value | $ 44,400,000 | $ 45,509,340 | |
Increase in additional paid-in capital | 6,600,000 | ||
Increase in accumulated deficit | $ 6,600,000 | ||
Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Net cash used in operating activities | (248,954) | ||
Net cash used in investing activities | (410,718,230) | ||
Net cash provided by financing activities | 412,663,675 | ||
Net increase in cash | 1,696,491 | ||
As Previously Reported | Restatement of warrants as derivative liabilities | |||
Restatement of Previously Issued Financial Statements | |||
Net cash used in operating activities | (248,954) | ||
Net cash used in investing activities | (410,718,230) | ||
Net cash provided by financing activities | 412,663,675 | ||
Net increase in cash | $ 1,696,491 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies | |
Concentrations of credit risk, financial instruments | $ 250,000 |
Unrecognized tax benefits | 0 |
Amounts accrued for the payment of interest and penalties | $ 0 |
Class A | |
Summary of Significant Accounting Policies | |
Shares subject to possible redemption | shares | 34,375,578 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Derivative Warrant liabilities (Details) | 6 Months Ended |
Dec. 31, 2020shares | |
Public Warrants | |
Summary of Significant Accounting Policies | |
Number of warrants issued | 20,535,912 |
Private Placement Warrants | |
Summary of Significant Accounting Policies | |
Number of warrants issued | 10,214,365 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) | 6 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||
Income from investments held in trust Account | $ 71,296 | |
Less: Company's portion available to be withdrawn to pay taxes | (71,296) | |
Net income attributable | $ 0 | |
Denominator: Weighted average Class A common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding | shares | 34,386,548 | [1] |
Numerator: Net Loss minus Net Earnings | ||
Net (loss) income | $ (10,774,318) | |
Non-redeemable net loss | $ (10,774,318) | |
Denominator: weighted average Non-redeemable common stock | ||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 13,324,191 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (0.81) | |
Warrants | ||
Denominator: weighted average Non-redeemable common stock | ||
Shares excluded from calculation of diluted income per share, since their inclusion would be anti-dilutive | shares | 30,750,277 | |
[1] |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Dec. 31, 2020 |
Initial Public Offering | |||
Gross proceeds | $ 10,700,000 | ||
Offering cost paid | 576,000 | $ 8,797,978 | |
Reimbursement of offering costs from underwriters | $ 14,000 | 529,057 | |
Maximum shares subject to forfeiture | 1,071,823 | ||
Deferred underwriting commissions | $ 375,000 | $ 14,375,138 | |
IPO | |||
Initial Public Offering | |||
Sale of units in initial public offering, gross (in shares) | 40,000,000 | ||
Price per share | $ 10 | ||
Gross proceeds | $ 400,000,000 | ||
Offering cost paid | 22,100,000 | ||
Reimbursement of offering costs from underwriters | 520,000 | ||
Deferred underwriting commissions | $ 14,000,000 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Nov. 20, 2020 | Oct. 09, 2020 | Oct. 06, 2020 | Jul. 23, 2020 | Dec. 31, 2020 | Nov. 12, 2020 | Oct. 05, 2020 |
Related Party Transactions | |||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||
Founder Shares | |||||||
Related Party Transactions | |||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | $ 25,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | ||||||
Founder Shares | Maximum | |||||||
Related Party Transactions | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||||||
Class B | |||||||
Related Party Transactions | |||||||
Common stock, par value | $ 0.0001 | ||||||
Number of shares surrendered by the Sponsor | 2,875,000 | ||||||
Shares outstanding | 10,267,956 | ||||||
Common stock outstanding (in shares) | 10,267,956 | ||||||
Maximum shares subject to forfeiture | 0 | ||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||
Class B | Founder Shares | |||||||
Related Party Transactions | |||||||
Shares outstanding | 11,500,000 | 14,375,000 | |||||
Maximum shares subject to forfeiture | 1,500,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||||
Class B | Founder Shares | Affiliate of Sponsor | |||||||
Related Party Transactions | |||||||
Number of shares issued | 14,375,000 | ||||||
Common stock, par value | $ 0.0001 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Dec. 31, 2020 |
Related Party Transactions | |||
Gross proceeds | $ 10,700,000 | ||
Financing costs - derivative warrant liability | $ 6,800,025 | ||
Private Placement | Sponsor | |||
Related Party Transactions | |||
Number of warrants to purchase the shares issued (in shares) | 214,365 | 10,000,000 | |
Price of warrants (in dollars per share) | $ 1 | ||
Proceeds from Issuance of Warrants | $ 10,000,000 | ||
Gross proceeds | $ 214,000 | $ 10,000,000 | |
Financing costs - derivative warrant liability | $ 5,100,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Private Placement | Class A | |||
Related Party Transactions | |||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($) | Oct. 09, 2020 | Jul. 23, 2020 | Dec. 31, 2020 | Oct. 07, 2020 |
Related Party Transactions | ||||
Proceeds from related party loan | $ 200,000 | |||
Repayment of loan | 200,000 | |||
Related Party Loans | Working Capital Loans | ||||
Related Party Transactions | ||||
Loan amount outstanding | 0 | |||
Maximum loans convertible into warrants | $ 1,500,000 | |||
Conversion price per warrant | $ 1 | |||
Related Party Loans | Sponsor | Promissory Note | ||||
Related Party Transactions | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Proceeds from related party loan | $ 200,000 | |||
Repayment of loan | $ 200,000 | |||
Administrative Services Agreement | ||||
Related Party Transactions | ||||
Monthly office space and administrative support expenses | $ 10,000 | |||
Expenses incurred | $ 28,065 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 12, 2020USD ($) | Dec. 31, 2020USD ($)item$ / shares |
Commitments & Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Cash underwriting discount per unit | $ / shares | $ 0.20 | |
Cash underwriting discount | $ 8,000,000 | |
Deferred underwriting commissions per unit | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ 375,000 | $ 14,000,000 |
Reimbursement of offering costs receivable from the underwriter (as a percent) | 0.13% | 0.13% |
Reimbursement of offering costs receivable from the underwriter | $ 14,000 | $ 520,000 |
Underwriter fees payable | $ 214,000 | |
Due from underwriters | 4,877 | |
Over-allotment option | ||
Commitments & Contingencies | ||
Due from underwriters | $ 5,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity | |
Threshold trading days for calculating volume-weighted average price | 10 days |
Class A | |
Stockholders' Equity | |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 10 |
Redemption of Warrants when price per share of Class A common stock is less than $18.00 | Class A | |
Stockholders' Equity | |
Threshold consecutive trading days for redemption of warrants | 20 days |
Closing of Initial Business Combination | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 9.20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Closing of Initial Business Combination | Maximum | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 18 |
Closing of Initial Business Combination | Class A | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | 9.20 |
Public Warrants | |
Stockholders' Equity | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Warrants exercisable term after the completion of a business combination | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for registration statement to become effective after business combination | 60 days |
Maximum redemption feature per warrant | shares | 0.361 |
Public Warrants | Class A | |
Stockholders' Equity | |
Exercise price of warrants (in dollars per share) | $ 10 |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 100.00% |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Maximum | |
Stockholders' Equity | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Private Placement Warrants | |
Stockholders' Equity | |
Threshold trading days for redemption of warrants | 30 days |
Private Placement Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of warrants | 20 days |
Private Placement Warrants | Closing of Initial Business Combination | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 18 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Nov. 20, 2020shares | Oct. 09, 2020USD ($) | Oct. 06, 2020shares | Jul. 23, 2020USD ($) | Dec. 31, 2020Vote$ / sharesshares | Nov. 12, 2020shares | Oct. 05, 2020shares |
Stockholders' Equity | |||||||
Common stock, number of votes per share | Vote | 1 | ||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||
Founder Shares | |||||||
Stockholders' Equity | |||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ | $ 25,000 | $ 25,000 | |||||
Class A | |||||||
Stockholders' Equity | |||||||
Common stock, shares authorized | 400,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, shares issued | 6,696,245 | ||||||
Common stock, shares outstanding | 6,696,245 | ||||||
Stock subject to possible redemption | 34,375,578 | ||||||
Common stock outstanding (in shares) | 41,071,823 | ||||||
Class B | |||||||
Stockholders' Equity | |||||||
Common stock, shares authorized | 40,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, shares issued | 10,267,956 | ||||||
Number of shares surrendered by sponsor | 2,875,000 | ||||||
Common stock, shares outstanding | 10,267,956 | ||||||
Maximum shares subject to forfeiture | 0 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20.00% | ||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||
Common stock outstanding (in shares) | 10,267,956 | ||||||
Class B | Founder Shares | |||||||
Stockholders' Equity | |||||||
Common stock, shares outstanding | 11,500,000 | 14,375,000 | |||||
Maximum shares subject to forfeiture | 1,500,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets measured at fair value on recurring basis (Details) | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Liabilities: | |
Derivative warrant liabilities | $ 49,097,230 |
Amount transferred from Level 3 to Level 1 | 30,200,000 |
Level 1 | |
Assets: | |
Assets held in Trust Account | 410,803,411 |
Liabilities: | |
Derivative warrant liabilities | 32,652,100 |
Level 3 | |
Liabilities: | |
Derivative warrant liabilities | 16,445,130 |
U.S. Treasury Securities maturing on April 8, 2021 | Level 1 | |
Assets: | |
Assets held in Trust Account | 410,803,122 |
Cash | Level 1 | |
Assets: | |
Assets held in Trust Account | $ 289 |
Fair Value Measurements - Mesur
Fair Value Measurements - Mesurement inputs (Details) - Level 3 | Oct. 09, 2020 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 22.5 |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.39 |
Dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($) | Oct. 09, 2020 | Dec. 31, 2020 |
Fair Value Measurements | ||
Issuance of Public and Private Placement Warrants | $ 44,400,000 | $ 45,509,340 |
Change in fair value of derivative warrant liabilities | 3,587,890 | |
Derivative warrant liabilities at December 31, 2020 | $ 49,097,230 |
Income Taxes - Income tax provi
Income Taxes - Income tax provision (benefit) (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 16,709 |
Deferred | |
Federal | 94,345 |
Valuation allowance | (94,345) |
Income tax provision | $ 16,709 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 95,524 |
Total deferred tax assets | 95,524 |
Valuation allowance | (94,345) |
Deferred tax asset, net of allowance | 1,179 |
Deferred tax liabilites: | |
Unrealized gain on marketable securities held in the Trust Account | (1,179) |
Total deferred tax liabilities | (1,179) |
Net Deferred tax assets/(liabilities), net of valuation allowance | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (benefit) Reconciliation (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes | |
Statutory federal income tax rate | 21.00% |
Change in fair value of derivative warrant liablities | (7.00%) |
Financing Cost | (13.30%) |
Change in valuation allowance | (0.90%) |
Income Taxes Benefit | (0.20%) |
Unrecognized tax benefits | $ 0 |
Accrued for payment of interest and penalties | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 12, 2020 | Dec. 31, 2020 |
Subsequent Events | ||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 529,057 |