Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Mar. 12, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GORES HOLDINGS VI, INC. | ||
Entity Central Index Key | 0001819394 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39790 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 85-1695048 | ||
Entity Address Address Line1 | 6260 Lookout Road | ||
Entity Address City Or Town | Boulder | ||
Entity Address State Or Province | CO | ||
Entity Address Postal Zip Code | 80301 | ||
City Area Code | 310 | ||
Local Phone Number | 209-3010 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,500,000 | ||
Security12b Title | Class A Common Stock | ||
Trading Symbol | GHVI | ||
Security Exchange Name | NASDAQ | ||
Class F Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,625,000 | ||
Warrants | |||
Document Information [Line Items] | |||
Security12b Title | Warrants | ||
Trading Symbol | GHVIW | ||
Security Exchange Name | NASDAQ | ||
Units | |||
Document Information [Line Items] | |||
Security12b Title | Units | ||
Trading Symbol | GHVIU | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
CURRENT ASSETS: | |
Cash and cash equivalents | $ 633,266 |
Prepaid assets | 897,754 |
Total current assets | 1,531,020 |
Deferred tax asset | 26,273 |
Investments and cash held in Trust Account | 345,008,625 |
Total assets | 346,565,918 |
Current liabilities: | |
Accrued expenses, formation and offering costs | 475,462 |
State franchise tax accrual | 55,241 |
Total current liabilities | 530,703 |
Deferred underwriting compensation | 12,075,000 |
Total liabilities | 12,605,703 |
Commitments and Contingencies: | |
Class A Common Stock subject to possible redemption, 32,896,021 shares at December 31, 2020 (at redemption value of $10 per share) | 328,960,210 |
Stockholders’ equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | |
Additional paid-in-capital | 5,097,819 |
Accumulated deficit | (98,837) |
Total stockholders’ equity | 5,000,005 |
Total liabilities and stockholders’ equity | 346,565,918 |
Class A Common Stock | |
Stockholders’ equity: | |
Common stock value | 160 |
Total stockholders’ equity | 160 |
Class F Common Stock | |
Stockholders’ equity: | |
Common stock value | 863 |
Total stockholders’ equity | $ 863 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 15, 2020 |
Class A subject to possible redemption, shares | 32,896,021 | |
Class A subject to possible redemption, redemption value per share | $ 10 | |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, shares authorized | 440,000,000 | |
Class A Common Stock | ||
Class A subject to possible redemption, shares | 32,896,021 | |
Class A subject to possible redemption, redemption value per share | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | |
Common stock, shares issued | 1,603,979 | |
Common stock, shares outstanding | 1,603,979 | |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 40,000,000 | |
Common stock, shares issued | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 |
Statement of Operations
Statement of Operations | 6 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Professional fees and other expenses | $ (78,494) |
State franchise taxes, other than income tax | (55,241) |
Net loss from operations | (133,735) |
Other income - interest and dividend income | 8,625 |
Loss before income taxes | (125,110) |
Income tax benefit | 26,273 |
Net loss attributable to common shares | (98,837) |
Class A Common Stock | |
Net loss attributable to common shares | $ (14,662) |
Net loss per ordinary share: | |
Common stock - basic and diluted | $ / shares | $ 0 |
Class F Common Stock | |
Net loss attributable to common shares | $ (84,175) |
Net loss per ordinary share: | |
Common stock - basic and diluted | $ / shares | $ (0.01) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Dec. 31, 2020 - USD ($) | Total | Initial Public Offering | Class A Common Stock | Class A Common StockInitial Public Offering | Class F Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalInitial Public Offering | (Accumulated Deficit) |
Beginning Balance at Jun. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning Balance, (in shares) at Jun. 28, 2020 | 0 | 0 | ||||||
Sale of Class F Common Stock, par value $0.0001 per share, to Sponsor on July 24, 2020 | 25,000 | $ 1,725 | 23,275 | |||||
Sale of common stock (in shares) | 34,500,000 | 34,500,000 | 17,250,000 | |||||
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on October 1, 2020 | $ (862) | 862 | ||||||
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on October 1, 2020 (in shares) | (8,625,000) | |||||||
Stock dividend of Class F Common Stock, par value $0.0001 per share, to Sponsor on October 23, 2020 | $ 647 | (647) | ||||||
Stock dividend of Class F common stock, par value $0.0001 per share, to Sponsor on October 23, 2020 (in shares) | 6,468,750 | |||||||
Surrender of Class F Common Stock, par value $0.0001 per share, by Sponsor on November 13, 2020 | $ (647) | 647 | ||||||
Surrender of Class F common stock, par value $0.0001 per share, by Sponsor on November 13, 2020 (in shares) | (6,468,750) | |||||||
Proceeds from initial public offering of Units on December 15, 2020 at $10.00 per Unit | $ 345,000,000 | $ 3,450 | $ 344,996,550 | |||||
Sale of 4,450,000 Private Placement Warrants to Sponsor on December 15, 2020 at $2.00 per Private Placement Warrant | 8,900,000 | 8,900,000 | ||||||
Underwriters discounts | (6,900,000) | (6,900,000) | ||||||
Offering costs charged to additional paid-in capital | (890,948) | $ (19,865,948) | (890,948) | |||||
Deferred underwriting compensation | (12,075,000) | (12,075,000) | ||||||
Class A common stock subject to possible redemption; 32,896,021 shares at a redemption price of $10.00 | (328,960,210) | $ (3,290) | (328,956,920) | |||||
Class A common stock subject to possible redemption; 32,896,021 shares at a redemption price of $10.00 (in shares) | (32,896,021) | |||||||
Net loss | (98,837) | $ (14,662) | $ (84,175) | (98,837) | ||||
Ending Balance at Dec. 31, 2020 | $ 5,000,005 | $ 160 | $ 863 | $ 5,097,819 | $ (98,837) | |||
Ending Balance, (in shares) at Dec. 31, 2020 | 1,603,979 | 8,625,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 15, 2020 |
Class A subject to possible redemption, shares | 32,896,021 | |
Class A subject to possible redemption, redemption value per share | $ 10 | |
Sponsor | Private Placement Warrants | ||
Number of warrants sold | 4,450,000 | |
Warrants sold, price per warrant | $ 2 | |
Class F Common Stock | ||
Common stock, par value | 0.0001 | |
Class A Common Stock | ||
Common stock, par value | 0.0001 | $ 0.0001 |
Sale of stock, price per unit | $ 10 | |
Class A subject to possible redemption, shares | 32,896,021 | |
Class A subject to possible redemption, redemption value per share | $ 10 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (98,837) |
Changes in state franchise tax accrual | 55,241 |
Changes in prepaid assets | (897,754) |
Changes in accrued expenses, formation and offering costs | 4,000 |
Changes in deferred income tax | (26,273) |
Net cash used in operating activities | (963,623) |
Cash used in investing activities: | |
Cash deposited in Trust Account | (345,000,000) |
Interest and dividends reinvested in the Trust Account | (8,625) |
Net cash used in investing activities | (345,008,625) |
Cash flows from financing activities: | |
Proceeds from sale of Units in initial public offering | 345,000,000 |
Proceeds from sale of Class F Common Stock to Sponsor | 25,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | 8,900,000 |
Proceeds from notes and advances payable – related party | 300,000 |
Repayment of notes and advances payable – related party | (300,000) |
Payment of underwriters’ discounts and commissions | (6,900,000) |
Payment of accrued offering costs | (419,486) |
Net cash provided by financing activities | 346,605,514 |
Increase in cash | 633,266 |
Cash at end of period | 633,266 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting compensation | 12,075,000 |
Accrued deferred costs charged to paid-in capital | $ 471,462 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Holdings VI, Inc. (the “Company”) was incorporated in Delaware on June 29, 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 has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. At December 31, 2020, the Company had not commenced any operations. All activity for the period from June 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company completed the Public Offering on December 15, 2020 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Matterport Business Combination On February 7, 2021, the Company entered into a Merger Agreement, by and among the Company, First Merger Sub, Second Merger Sub, and Matterport, which provides for, among other things: (a) the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger. The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company on February 7, 2021 and the Matterport Board on February 7, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Matterport’s common stock, par value $0.001 per share (“Matterport Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A common stock, par value $0.0001 per share (“Company Class A common stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and each share of Matterport’s preferred stock, par value $0.001 per share (“Matterport Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A common stock equal to the Per Share Company Preferred Stock Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A common stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “Nasdaq”) at the closing of the Business Combination. Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders and holders of equity awards of Matterport will be an aggregate number of shares, or equity awards exercisable for shares, of Company Class A common stock (deemed to have a value of $10.00 per share) equal to $2,188,750,000, divided by $10.00. In addition to the consideration to be paid at the closing of the Business Combination, stockholders of Matterport will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Treatment of Matterport’s Equity Awards Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s stock options, to the extent then outstanding and unexercised, will automatically be converted into (a) an option to acquire a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share and (b) the right to receive a pro rata portion of a number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to receive earn-out shares is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion. Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Matterport’s restricted stock units, to the extent then unvested and outstanding, will automatically be converted into (a) an award of restricted stock units covering a certain number of shares of Company Class A common stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration) and (b) the right to receive a pro rata portion of a number of earn-out shares from the Company, issuable in Company Class A common stock and subject to the terms provided in the Merger Agreement (including that such right to receive earn-out shares is conditional on the holder continuing to provide services to the Company), up to an aggregate of 23,460,000 shares collectively issuable to all Matterport equityholders. Each such converted restricted stock unit will be subject to the same terms and conditions as were applicable immediately prior to such conversion. Private Placement Subscription Agreements On February 7, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”) and Gores Sponsor VI LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 29,500,000 shares of Class A common stock in a private placement for $10.00 per share (the “Private Placement”). The proceeds from the Private Placement will remain on the Company’s balance sheet following the consummation of the Business Combination. Financing Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. The Company intends to finance the Proposed Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of December 31, 2020, the Trust Account consisted of cash and money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination, including the Proposed Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity The Company will have 24 months from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F Common Stock (the “Founders Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. For the Period from June 29, 2020 (inception) to December 31, 2020 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (14,662 ) $ (84,175 ) Denominator: Weighted-average shares outstanding 3,153,300 11,395,997 Basic and diluted net income/(loss) per share $ (0.00 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. Accordingly, offering costs totaling $ (including $ in underwriters’ fees), and were charged to stockholders’ equity . Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, at December 31, 2020, 32,896,021 of the 34,500,000 public shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes For those liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits . Investments and Cash Held in Trust Account At December 31, 2020, the Company had $345,008,625 in the Trust Account which may be utilized for Business Combinations. At December 31, 2020, the Trust Account consisted of cash and money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by December 15, 2022, 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 100% of the common stock sold as part of the units in the Public Offering, 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 franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 15, 2022, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at December 31, 2020, the Company had current liabilities of $530,703 and working capital of $1,000,317, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2020 and amounts are continuing to accrue. |
Public Offering
Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units one-fifth on the later of 30 days after the completion of the Business Combination or 12 months from the IPO Closing Date and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00 % ($ ) of the per Unit offering price to the underwriter at the IPO Closing Date , with an additional fee (the “Deferred Discount”) of 3.50 % ($ ) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriter s from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On July 24, 2020, the Sponsor purchased 17,250,000 shares of Class F Common Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on October 23, 2020, the Company effected a stock dividend with respect to its Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the Sponsor surrendered 6,468,750 Founder Shares to us for no consideration, resulting in an aggregate of 8,625,000 outstanding shares of Class F Common Stock. As a result of such surrender, the per-share purchase price increased to approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On September 11, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 4,450,000 warrants at a price of $2.00 per warrant (a purchase price of $8,900,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on December 15, 2020. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured promissory note from the Sponsor for $300,000 to cover expenses related to the Public Offering. This Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. This Note was repaid in full upon the completion of the Public Offering. Administrative Services Agreement The Company entered into an administrative services agreement on December 10, 2020, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing December 10, 2020 through December 31, 2020 the Company has paid the affiliate $13,548. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 6 Months Ended |
Dec. 31, 2020 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2020 as follows: From June 29, 2020 (inception) to December 31, 2020 Income tax expense at the federal statutory rate $ (26,273 ) State income taxes - net of federal income tax benefits (4,892 ) Change in valuation allowance 4,892 Total income tax expense/(benefit) $ (26,273) Current/Deferred Taxes From June 29, 2020 (inception) to December 31, 2020 Current income tax expense Federal $ - State - Total current income tax expense $ - Deferred income tax expense Federal $ (26,273 ) State — Total deferred income tax expense $ (26,273 ) Provision for income taxes $ (26,273 ) Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020: Period Ended December 31, 2020 Deferred tax assets Accrued Expenses $ 14,608 Net operating losses 23,600 Total deferred tax assets 38,208 Valuation allowance (4,892 ) Net deferred tax assets 33,316 Deferred tax liabilities - Prepaids (5,232 ) Accrued Income (1,811 ) Total deferred tax liabilities (7,043 ) Net deferred tax assets (liabilities) $ 26,273 |
Investments and cash held in Tr
Investments and cash held in Trust | 6 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments and cash held in Trust | 7. Investments and cash held in Trust As of December 31, 2020, investment securities in the Company’s Trust Account consisted of $15,525 in cash and $344,993,100 in money market funds . |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurement The Company complies with FASB ASC 820, 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 the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2020 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 345,008,625 345,008,625 — — Total $ 345,008,625 $ 345,008,625 $ — $ — |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholder's Equity | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock, par value $0.0001 per share and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At December 31, 2020, there were 34,500,000 shares of Class A common stock (inclusive of the 32,896,021 shares subject to redemption) and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. 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 Board of Directors. At December 31, 2020, there were no shares of preferred stock issued and outstanding. |
Risk and Contingencies
Risk and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Risk and Contingencies | 10. Risk and Contingencies Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Management has performed an evaluation of subsequent events through March 12, 2021 of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2020 and the results of operations and cash flows for the periods presented. Operating results for the period ended December 31, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. |
Net Loss Per Common Share | Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F Common Stock (the “Founders Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. For the Period from June 29, 2020 (inception) to December 31, 2020 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (14,662 ) $ (84,175 ) Denominator: Weighted-average shares outstanding 3,153,300 11,395,997 Basic and diluted net income/(loss) per share $ (0.00 ) $ (0.01 ) |
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 as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. Accordingly, offering costs totaling $ (including $ in underwriters’ fees), and were charged to stockholders’ equity . |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, at December 31, 2020, 32,896,021 of the 34,500,000 public shares are classified outside of permanent equity at their redemption value. |
Use of Estimates | Use of Estimates The preparation of 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes For those liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits . |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account At December 31, 2020, the Company had $345,008,625 in the Trust Account which may be utilized for Business Combinations. At December 31, 2020, the Trust Account consisted of cash and money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently issued accounting pronouncements not yet adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material. |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by December 15, 2022, 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 100% of the common stock sold as part of the units in the Public Offering, 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 franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 15, 2022, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at December 31, 2020, the Company had current liabilities of $530,703 and working capital of $1,000,317, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2020 and amounts are continuing to accrue. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share | As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. For the Period from June 29, 2020 (inception) to December 31, 2020 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (14,662 ) $ (84,175 ) Denominator: Weighted-average shares outstanding 3,153,300 11,395,997 Basic and diluted net income/(loss) per share $ (0.00 ) $ (0.01 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2020 as follows: From June 29, 2020 (inception) to December 31, 2020 Income tax expense at the federal statutory rate $ (26,273 ) State income taxes - net of federal income tax benefits (4,892 ) Change in valuation allowance 4,892 Total income tax expense/(benefit) $ (26,273) |
Schedule of Current/Deferred Taxes | Current/Deferred Taxes From June 29, 2020 (inception) to December 31, 2020 Current income tax expense Federal $ - State - Total current income tax expense $ - Deferred income tax expense Federal $ (26,273 ) State — Total deferred income tax expense $ (26,273 ) Provision for income taxes $ (26,273 ) |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020: Period Ended December 31, 2020 Deferred tax assets Accrued Expenses $ 14,608 Net operating losses 23,600 Total deferred tax assets 38,208 Valuation allowance (4,892 ) Net deferred tax assets 33,316 Deferred tax liabilities - Prepaids (5,232 ) Accrued Income (1,811 ) Total deferred tax liabilities (7,043 ) Net deferred tax assets (liabilities) $ 26,273 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | 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 the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2020 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account 345,008,625 345,008,625 — — Total $ 345,008,625 $ 345,008,625 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Feb. 07, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Organization And Business Operations [Line Items] | |||
Date of incorporation | Jun. 29, 2020 | ||
Preferred stock, par value | $ 0.0001 | ||
Proceeds from sale of Units in initial public offering | $ 345,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 8,900,000 | ||
Maximum maturity period | 185 days | ||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
Number of days to seek shareholder approval for redemption of shares | 2 days | ||
Number of days to provide opportunity to shareholders to sell their shares | 2 days | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
Maximum | |||
Organization And Business Operations [Line Items] | |||
Threshold period to complete business combination from closing of public offering | 24 months | ||
Threshold net tangible assets | $ 5,000,001 | ||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | ||
Minimum | |||
Organization And Business Operations [Line Items] | |||
Percentage of fair market value | 80.00% | ||
Private Placement | |||
Organization And Business Operations [Line Items] | |||
Amount placed in trust account | $ 345,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 8,900,000 | ||
Class A Common Stock | |||
Organization And Business Operations [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | Private Placement | Subsequent Event | |||
Organization And Business Operations [Line Items] | |||
Sale of common stock (in shares) | 29,500,000 | ||
Shares issued, price per share | $ 10 | ||
Matterport, Inc | |||
Organization And Business Operations [Line Items] | |||
Common stock, par value | 0.001 | ||
Preferred stock, par value | 0.001 | ||
Matterport, Inc | Class A Common Stock | |||
Organization And Business Operations [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Equity awards exercisable for shares | $ 2,188,750,000 | ||
Equity awards exercisable for shares, per share | $ 10 | ||
Additional number of earnout shares | 23,460,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | ||
Dilutive securities, effect on basic earnings per share | $ 0 | |
Federal depository insurance coverage amount | 250,000 | |
Offering costs | $ 890,948 | |
Class A subject to possible redemption, shares | 32,896,021 | |
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | |
Investments and cash held in Trust Account | $ 345,008,625 | |
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | |
Business combination | the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, | |
Dissolution expenses, maximum allowed | $ 100,000 | |
Current liabilities | 530,703 | |
Business combination working capital | $ 1,000,317 | |
Class A Common Stock | ||
Significant Accounting Policies [Line Items] | ||
Class A subject to possible redemption, shares | 32,896,021 | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Threshold net tangible assets | $ 5,000,001 | |
Threshold period to complete business combination from closing of public offering | 24 months | |
Number of days to redeem public shares of common stock if business combination not completed | 10 days | |
Initial Public Offering | ||
Significant Accounting Policies [Line Items] | ||
Offering costs | $ 19,865,948 | |
Underwriters’ fees | $ 18,975,000 | |
Sale of common stock (in shares) | 34,500,000 | 34,500,000 |
Initial Public Offering | Class A Common Stock | ||
Significant Accounting Policies [Line Items] | ||
Sale of common stock (in shares) | 34,500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net income/(loss) | $ (98,837) |
Class A Common Stock | |
Numerator: | |
Allocation of net income/(loss) | $ (14,662) |
Denominator: | |
Weighted-average shares outstanding | shares | 3,153,300 |
Common stock - basic and diluted | $ / shares | $ 0 |
Class F Common Stock | |
Numerator: | |
Allocation of net income/(loss) | $ (84,175) |
Denominator: | |
Weighted-average shares outstanding | shares | 11,395,997 |
Common stock - basic and diluted | $ / shares | $ (0.01) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Gross proceeds excluding over-allotment | $ 345,000,000 | |
Percentage of deferred underwriting discount | 3.50% | |
Initial Public Offering | ||
Class Of Stock [Line Items] | ||
Sale of common stock (in shares) | 34,500,000 | 34,500,000 |
Sale of stock, price per unit | $ 10 | |
Percentage of upfront underwriting discount | 2.00% | |
Upfront underwriting discount | $ 6,900,000 | |
Percentage of deferred underwriting discount | 3.50% | |
Deferred underwriting discount | $ 12,075,000 | |
Over-Allotment Option | ||
Class Of Stock [Line Items] | ||
Sale of common stock (in shares) | 4,500,000 | |
Warrant | ||
Class Of Stock [Line Items] | ||
Number of shares contribute each unit | 0.20 | |
Warrant exercisable term | 30 days | |
Warrant exercisable term from closing of public offer | 12 months | |
Warrant expiration term | 5 years | |
Threshold period to complete business combination from closing of public offering | 24 months | |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Sale of stock, price per unit | $ 10 | |
Number of shares contribute each unit | 1 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Number of shares warrant may be converted | 1 | |
Warrants exercise price | $ 11.50 | |
Class A Common Stock | Initial Public Offering | ||
Class Of Stock [Line Items] | ||
Sale of common stock (in shares) | 34,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Dec. 15, 2020shares | Nov. 13, 2020USD ($)$ / sharesshares | Oct. 01, 2020USD ($)shares | Sep. 11, 2020shares | Jul. 24, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 10, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of warrants | $ | $ 8,900,000 | |||||||
Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | 34,500,000 | 34,500,000 | ||||||
Sale of common stock, value | $ | $ 345,000,000 | |||||||
Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | 17,250,000 | |||||||
Stock dividends, shares | 6,468,750 | |||||||
Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares warrant may be converted | 1 | |||||||
Class A Common Stock | Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | 34,500,000 | |||||||
Sale of common stock, value | $ | $ 3,450 | |||||||
Founder Shares | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued, price per share | $ / shares | $ 0.003 | |||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20.00% | |||||||
Founder Shares | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Founder Shares | Sponsor | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | 17,250,000 | |||||||
Sale of common stock, value | $ | $ 25,000 | |||||||
Shares issued, price per share | $ / shares | $ 0.001 | |||||||
Number of shares surrendered during period | 6,468,750 | 8,625,000 | ||||||
Consideration value for number of shares surrendered during period | $ | $ 0 | $ 0 | ||||||
Aggregate outstanding shares of common stock held by the initial stockholders | 8,625,000 | |||||||
Founder shares transferred to independent directors | 25,000 | |||||||
Stock dividends, shares | 6,468,750 | |||||||
Private Placement Warrants | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants sold, price per warrant | $ / shares | $ 11.50 | $ 11.50 | ||||||
Number of shares warrant may be converted | 1 | 1 | ||||||
Private Placement Warrants | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants sold | 4,450,000 | 4,450,000 | ||||||
Warrants sold, price per warrant | $ / shares | $ 2 | $ 2 | ||||||
Proceeds from sale of warrants | $ | $ 8,900,000 | |||||||
Sponsor Loan | Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate issuance of unsecured promissory note | $ | $ 300,000 | |||||||
Proceeds from related party promissory note | $ | $ 300,000 | |||||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreed to pay to affiliate, monthly for office space, utilities and secretarial support | $ | $ 20,000 | |||||||
Administrative Services Agreement | Affiliate of the Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to affiliate | $ | $ 13,548 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Underwriting Compensation [Abstract] | |
Deferred compensation liability classified noncurrent | $ 12,075,000 |
Percentage of deferred underwriting discount | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax expense at the federal statutory rate | $ (26,273) |
State income taxes - net of federal income tax benefits | (4,892) |
Change in valuation allowance | 4,892 |
Total income tax expense/(benefit) | $ (26,273) |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current/Deferred Taxes (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred income tax expense | |
Federal | $ (26,273) |
Total deferred income tax expense | (26,273) |
Total income tax expense/(benefit) | $ (26,273) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets | |
Accrued Expenses | $ 14,608 |
Net operating losses | 23,600 |
Total deferred tax assets | 38,208 |
Valuation allowance | (4,892) |
Net deferred tax assets | 33,316 |
Prepaids | (5,232) |
Accrued Income | (1,811) |
Total deferred tax liabilities | (7,043) |
Net deferred tax assets (liabilities) | $ 26,273 |
Investments and Cash Held in _2
Investments and Cash Held in Trust - Additional Information (Details) | Dec. 31, 2020USD ($) |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 345,008,625 |
Money Market Funds | |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | 15,525 |
Cash | |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 344,993,100 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | $ 345,008,625 |
Fair Value, Measurements, Recurring | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | 345,008,625 |
Total | 345,008,625 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | 345,008,625 |
Total | $ 345,008,625 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | |
Dec. 31, 2020Vote$ / sharesshares | Dec. 15, 2020$ / shares | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 440,000,000 | |
Number of votes for each share | Vote | 1 | |
Number of shares subject to possible redemption | 32,896,021 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 400,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, inclusive of shares subject to redemption, number of shares issued and outstanding | 34,500,000 | |
Number of shares subject to possible redemption | 32,896,021 | |
Common stock, shares issued | 1,603,979 | |
Common stock, shares outstanding | 1,603,979 | |
Class F Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 40,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | |
Common stock, shares issued | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 |