Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NORTHERN STAR ACQUISITION CORP. | |
Entity Central Index Key | 0001819574 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity File Number | 001-39691 | |
Entity Tax Identification Number | 83-4109918 | |
Entity Address, Address Line One | c/o Graubard Miller | |
Entity Address, Address Line Two | The Chrysler Business | |
Entity Address, Address Line Three | 405 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10174 | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | STIC | |
Entity Common Stock, Shares Outstanding | 25,435,000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,358,750 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | STIC.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-third of one redeemable warrant | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | STIC WS | |
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet | Dec. 31, 2020USD ($) | |
Current Assets | ||
Cash | $ 1,128,851 | |
Prepaid expenses | 34,897 | |
Total Current Assets | 1,163,748 | |
Cash and marketable securities held in Trust Account | 254,369,267 | |
Total Assets | 255,533,015 | |
Current liabilities | ||
Accrued expenses | 364,275 | |
Accrued offering cost | 2,500 | |
Total Current Liabilities | 366,775 | |
Deferred underwriting fee payable | 8,902,250 | |
Total Liabilities | 9,269,025 | |
Commitments and Contingencies (see note 6) | ||
Common stock subject to possible redemption, Value | 241,263,980 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 5,509,476 | |
Accumulated deficit | (510,233) | |
Total Stockholders' Equity | 5,000,010 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 255,533,015 | |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock | 131 | |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock | $ 636 | [1] |
[1] | On November 10, 2020, the Initial Stockholders’ contributed an aggregate of 1,437,500 shares of Class B common stock back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 5). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) | Dec. 31, 2020 | Nov. 10, 2020 |
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 Issued | 25,435,000 | |
Common Class A [Member] | ||
Subject to Possible Redemption, Shares | 24,126,398 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Authorized | 125,000,000 | |
Common Stock, Shares Issued | 1,308,602 | |
Common Stock, Shares Outstanding | 1,308,602 | |
Common Class B [Member] | ||
Stock Surrendered During The Period, Shares | 1,437,500 | |
Stock Surrendered During The Period, Value | $ 0 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Authorized | 25,000,000 | |
Common Stock, Shares Issued | 6,358,750 | 7,187,500 |
Common Stock, Shares Outstanding | 6,358,750 | 7,187,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Formation and operating costs | $ 529,054 | $ 529,500 | |
Loss from operations | (529,054) | (529,500) | |
Other income: | |||
Interest earned on marketable securities held in Trust Account | 16,202 | 16,202 | |
Unrealized gain on marketable securities held in Trust Account | 3,065 | 3,065 | |
Other income | 19,267 | 19,267 | |
Net loss | $ (509,787) | $ (510,233) | |
Weighted average shares outstanding, basic and diluted | [1] | 6,948,070 | 6,614,900 |
Basic and diluted net loss per common share | [1] | $ (0.07) | $ (0.08) |
[1] | Excludes an aggregate of up to 24,126,398 shares subject to possible redemption at December 31, 2020. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Operations (Parenthetical) | Dec. 31, 2020shares |
Common Class A [Member] | |
Subject to Possible Redemption, Shares | 24,126,398 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Changes In Stockholders' Equity - USD ($) | Total | Additional Paid in Capital | Accumulated Deficit | Class A Common StockCommon Stock | Class B Common StockCommon Stock | |
Beginning Balance at Jul. 07, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (In Shares) at Jul. 07, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to Initial Stockholders | [1] | 25,000 | 24,281 | $ 719 | ||
Issuance of Class B common stock to Initial Stockholders (In Shares) | [1] | 7,187,500 | ||||
Net loss | (446) | (446) | ||||
Ending Balance at Sep. 30, 2020 | 24,554 | 24,281 | (446) | $ 719 | ||
Ending Balance (In Shares) at Sep. 30, 2020 | 7,187,500 | |||||
Beginning Balance at Jul. 07, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | |
Beginning Balance (In Shares) at Jul. 07, 2020 | 0 | 0 | ||||
Net loss | (510,233) | |||||
Ending Balance at Dec. 31, 2020 | 5,000,010 | 5,509,476 | (510,233) | $ 131 | $ 636 | |
Ending Balance (In Shares) at Dec. 31, 2020 | 1,308,602 | 6,358,750 | ||||
Beginning Balance at Sep. 30, 2020 | 24,554 | 24,281 | (446) | $ 719 | ||
Beginning Balance (In Shares) at Sep. 30, 2020 | 7,187,500 | |||||
Sale of 25,435,000 Units, net of underwriting discounts and offering costs | 239,912,223 | 239,909,679 | $ 2,544 | |||
Sale of 25,435,000 Units, net of underwriting discounts and offering costs (In Shares) | 25,435,000 | |||||
Sale of 4,558,000 Private Warrants | 6,837,000 | 6,837,000 | ||||
Forfeiture of Founder Shares | 83 | $ (83) | ||||
Forfeiture of Founder Shares (In Shares) | (828,750) | |||||
Class A common stock subject to possible redemption | (241,263,980) | (241,261,567) | $ (2,413) | |||
Class A common stock subject to possible redemption (In Shares) | (24,126,398) | |||||
Net loss | (509,787) | (509,787) | ||||
Ending Balance at Dec. 31, 2020 | $ 5,000,010 | $ 5,509,476 | $ (510,233) | $ 131 | $ 636 | |
Ending Balance (In Shares) at Dec. 31, 2020 | 1,308,602 | 6,358,750 | ||||
[1] | On November 10, 2020, the Initial Stockholders’ contributed an aggregate of 1,437,500 shares of Class B common stock back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 5). |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Changes In Stockholders' Equity (Parenthetical) | Dec. 31, 2020shares |
Common Stock, Shares, Issued | 25,435,000 |
Private warrants issued | 4,558,000 |
Common Class B [Member] | |
Common Stock, Shares, Issued | 6,358,750 |
Common Stock, Shares, Outstanding | 6,358,750 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement Of Cash Flows | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (510,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (16,202) |
Unrealized gain on marketable securities held in Trust Account | (3,065) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (34,897) |
Accrued expenses | 364,275 |
Net cash used in operating activities | (200,122) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (254,350,000) |
Net cash used in investing activities | (254,350,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 249,263,000 |
Proceeds from sale of Private Warrants | 6,837,000 |
Proceeds from promissory note – related party | 150,000 |
Repayment of promissory note – related party | (150,000) |
Payments of offering costs | (421,027) |
Net cash provided by financing activities | 255,678,973 |
Net Change in Cash | 1,128,851 |
Cash – Beginning | 0 |
Cash – Ending | 1,128,851 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 2,500 |
Offering costs paid by Initial Stockholders in exchange for issuance of Founder Shares | 25,000 |
Initial classification of Class A common stock subject to possible redemption | 241,773,710 |
Change in value of Class A common stock subject to possible redemption | (509,730) |
Deferred underwriting fee payable | $ 8,902,250 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Acquisition Corp. (the “Company”) was incorporated in Delaware on July 8, 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 not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focus on target businesses in the media, technology, beauty, e-commerce The Company has one subsidiary, NSAC Merger Sub Corp., a wholly-owned subsidiary of the Company incorporated in Delaware on December 14, 2020 (“Merger Sub”). As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on November 10, 2020. On November 13, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant, in a private placement to Northern Star Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 13, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 On November 24, 2020, in connection with the underwriters election to partially exercise their over-allotment option, the Company consummated the sale of an additional 435,000 Units, at $10.00 per Unit, and the sale of an additional 58,000 Private Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $4,437,000. A total of $4,350,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $254,350,000. Transaction costs amounted to $14,437,777, consisting of $5,087,000 of underwriting fees, $8,902,250 of deferred underwriting fees and $448,527 of other offering costs. 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 the Private 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until November 13, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and such period is not extended by the stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 12, 2020, as well as the Company’s Current Reports on Form 8-K, Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying condensed consolidated financial statements. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,435,000 Units, inclusive of 435,000 Units sold to the underwriters on November 24, 2020 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $6,750,000. On November 24, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 58,000 Private Warrants to the Sponsor, at a price of $1.50 per Private Warrant, generating gross proceeds of $87,000. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. The proceeds from the sale of the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 8, 2020, the Company’s executive officers paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On November 10, 2020, the Initial Stockholders contributed an aggregate of 1,437,500 Founder Shares to the Company for no consideration, resulting in an aggregate of 7,187,500 Founder Shares issued and outstanding. All share and per-share The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On July 17, 2020, the Company issued an unsecured promissory note to its President and Chief Operating Officer (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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 $1.50 per warrant. The warrants would be identical to the Private Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights and stockholder agreement entered into on November 10, 2020, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of Working Capital Loans will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,902,250 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreements In November 2020, the Company entered into consulting agreements with several consultants to assist the Company with due diligence, deal structuring, investor relations services in connection with a potential merger, capital share exchange and asset acquisition or similar business combination. For each of the three months ended December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020, the Company incurred and paid $110,000 of consulting fees. A success fee of $10,000,000 is payable to a third party upon the successful completion of a Business Combination for sourcing, due diligence, deal structuring, documentation and other services relating to consummating a Business Combination. Merger Agreement On December 16, 2020, the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, Merger Sub, and Barkbox, Inc., a Delaware corporation (“BarkBox”). BarkBox is an omni-channel brand for dogs serving over 1 million dogs monthly through BarkBox and Super Chewer subscriptions and broad retail distribution of its comprehensive suite of best-in-class, Pursuant to the Merger Agreement, Merger Sub will merge with and into BarkBox, with BarkBox surviving the merger (the “Merger”). As a result of the Merger, BarkBox will become a wholly-owned subsidiary of the Company, with the stockholders of BarkBox becoming securityholders of the Company. Under the Merger Agreement, the stockholders and other equity derivative holders of BarkBox will receive an aggregate of 150,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, subject to adjustment as set forth in the Merger Agreement. The Merger is expected to be consummated early in the second quarter of 2021, after the required approval by the stockholders of the Company and Barkbox and the fulfillment of certain other conditions set forth in the Merger Agreement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted Warrants Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 254,369,267 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 12, 2020, as well as the Company’s Current Reports on Form 8-K, |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying condensed consolidated financial statements. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Fair Value 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 at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 254,369,267 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Nov. 13, 2022 | Nov. 24, 2020 | Nov. 13, 2020 | Dec. 31, 2020 |
Date of Incorporation | Jul. 8, 2020 | |||
Proceeds From Issuance Of Warrants | $ 6,837,000 | |||
Payments To Acquire Restricted Investments | $ 4,350,000 | |||
Assets Held-in-trust | 254,350,000 | |||
Stock Issuance Costs | 14,437,777 | |||
Underwriting Fees | 5,087,000 | |||
Deferred underwriting fees | 8,902,250 | |||
Other Offering Costs | $ 448,527 | |||
Share Redemption Price Per Share | 10.00% | |||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100.00% | |||
Forecast [Member] | ||||
Dissolution Expense | $ 100,000 | |||
Minimum [Member] | ||||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | 80.00% | |||
Percentage Of Voting Interests Acquired | 50.00% | |||
Net Tangible Assets Required For Consummation Of Business Combination | $ 5,000,001 | |||
Percentage Of Public Shares Eligible For Redemption Without Prior Consent From Shareholders | 20.00% | |||
Private Warrant [Member] | ||||
Class of Warrant or Right, Issued During The Period | 4,500,000 | |||
Class of Warrant or Right, Issue Price | $ 1.50 | |||
Proceeds From Issuance Of Warrants | $ 6,750,000 | |||
Over-Allotment Option [Member] | ||||
Stock Issued During Period Shares | 435,000 | |||
Proceeds From Issuance Of Common Stock And Warrants Gross | $ 4,437,000 | |||
Over-Allotment Option [Member] | Private Warrant [Member] | ||||
Class of Warrant or Right, Issued During The Period | 58,000 | |||
Class of Warrant or Right, Issue Price | $ 1.50 | |||
Common Class A [Member] | ||||
Stock Issued During Period Shares | 25,435,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock Issued During Period Shares | 25,000,000 | |||
Shares Issued Price Per Share | $ 10 | |||
Proceeds From Issuance Of IPO | $ 250,000,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock Issued During Period Shares | 435,000 | |||
Shares Issued Price Per Share | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
cash equivalents | $ 0 |
Unrecognized Tax Benefits | 0 |
Income Tax Penalties And Interest Accrued | 0 |
FDIC Insured Amount | $ 250,000 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | shares | 13,036,333 |
Initial Public Offering Disclos
Initial Public Offering Disclosure - Additional Information (Details) - $ / shares | Nov. 24, 2020 | Dec. 31, 2020 |
Description Of Number Of Securities Called By Each Unit | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). | |
Over-Allotment Option [Member] | ||
Stock Issued During Period Shares | 435,000 | |
Common Class A [Member] | ||
Stock Issued During Period Shares | 25,435,000 | |
Common Class A [Member] | Public Warrant [Member] | ||
Exercise Price Of Warrants Or Rights | $ 11.50 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock Issued During Period Shares | 435,000 | |
Shares Issued Price Per Share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 |
Proceeds from warrants issued | $ 6,837,000 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Number of warrants issued | 58,000 | 4,500,000 |
Exercise price of warrants | $ 1.50 | |
Proceeds from warrants issued | $ 87,000 | $ 6,750,000 |
Number of warrants sold | 58,000 | 4,500,000 |
Number of warrants issued, price per share | $ 1.50 | |
Number of shares entitlement per warrant | 1 | |
Sponsor [Member] | Common Class A [Member] | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Nov. 24, 2020 | Nov. 13, 2020 | Nov. 10, 2020 | Jul. 18, 2020 | Jul. 08, 2020 | Sep. 30, 2020 | [1] | Dec. 31, 2020 | Jul. 17, 2020 |
Offering costs for an aggregate price | $ 25,000 | $ 25,000 | ||||||||
Common Stock, Shares Issued | 25,435,000 | 25,435,000 | ||||||||
Share transfer restriction, threshold consecutive trading days | 20 days | |||||||||
Share transfer restriction, threshold trading days | 30 days | |||||||||
Number of days for a particular event to get over for determning trading period | 150 days | |||||||||
Repayment of related party debt | $ 150,000 | |||||||||
Related Party Loans [Member] | ||||||||||
Working Capital Loans | $ 1,500,000 | |||||||||
Convertible price for warrants | $ 1.50 | $ 1.50 | ||||||||
Unsecured promissory Note [Member] | ||||||||||
Repayment of related party debt | $ 150,000 | |||||||||
Chief Operating Officer [Member] | Unsecured promissory Note [Member] | ||||||||||
Debt instrument face value | $ 150,000 | |||||||||
Founder Shares [Member] | ||||||||||
Common Stock, Shares Issued | 6,358,750 | |||||||||
Common Stock, Shares Outstanding | 6,358,750 | |||||||||
Founder Shares [Member] | Board Of Directors [Member] | ||||||||||
Shares transferred to related party | 1,437,500 | |||||||||
Sponsor [Member] | Minimum [Member] | ||||||||||
Share Price | $ 12 | $ 12 | ||||||||
Common Class B [Member] | ||||||||||
Stock shares issued during the period | shares | 8,625,000 | |||||||||
Common Stock, Shares Issued | 6,358,750 | 7,187,500 | 6,358,750 | |||||||
Common Stock, Shares Outstanding | 6,358,750 | 7,187,500 | 6,358,750 | |||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||
Common Stock, Shares Issued | 7,187,500 | |||||||||
Common Stock, Shares Outstanding | 7,187,500 | |||||||||
Percentage of common stock shares outstanding | 20.00% | 20.00% | ||||||||
Common stock shares not subject to forfeiture | 108,750 | |||||||||
Share based compensation other than employee stock scheme shares forfeited during the period | 828,750 | |||||||||
Common Class B [Member] | Shares Subject to Forfeiture [Member] | ||||||||||
Stock shares issued during the period | shares | 937,500 | |||||||||
[1] | On November 10, 2020, the Initial Stockholders’ contributed an aggregate of 1,437,500 shares of Class B common stock back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 5). |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 16, 2020 | Nov. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Deferred underwriting fee payable | $ 8,902,250 | $ 8,902,250 | $ 8,902,250 | ||
Consulting fees incurred | 110,000 | 110,000 | |||
Under writing Agreement [Member] | |||||
Deferred underwriting fee payable per share | $ 0.35 | ||||
Deferred underwriting fee payable | $ 8,902,250 | ||||
Consulting Agreement [Member] | |||||
Business combination succession fee payable upon consummation of business combination | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||
Over-Allotment Option [Member] | |||||
Number of days given to the underwriter for purchase of additional units | 45 days | ||||
Common stock shares subscribed but not yet issued | 3,750,000 | 3,750,000 | 3,750,000 | ||
Stock shares issued during the period new issue shares | 435,000 | ||||
Common Class A [Member] | |||||
Stock shares issued during the period new issue shares | 25,435,000 | ||||
Common Class A [Member] | BarkBox [Member] | |||||
Business Acquisition Number Of Shares Issued | 150,000,000 | ||||
Business Acquisition Share Price | $ 0.0001 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Stock shares issued during the period new issue shares | 435,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2020 | Nov. 10, 2020 |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred Stock Shares Issued | 0 | 0 | |
Preferred Stock Shares Outstanding | 0 | 0 | |
Common Stock, Shares Issued | 25,435,000 | 25,435,000 | |
Common stock, threshold percentage on conversion of shares | 20.00% | 20.00% | |
Event Trigerring The Value Of Warrants [Member] | |||
Share Price | $ 9.20 | $ 9.20 | |
Number of consecutive trading days for determining the share price | 20 days | ||
Share redemption trigger price per share | $ 18 | $ 18 | |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% | ||
Minimum [Member] | Event Trigerring The Value Of Warrants [Member] | |||
Redemption price of warrants in percentage | 115.00% | 115.00% | |
Minimum [Member] | Triggering Share Price One [Member] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 days | ||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Share Price | $ 18 | $ 18 | |
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Minimum [Member] | Triggering Share Price Two [Member] | |||
Class of warrants or rights redemption price | $ 0.10 | 0.10 | |
Share redemption trigger price per share | 10 | $ 10 | |
Maximum [Member] | Event Trigerring The Value Of Warrants [Member] | |||
Redemption price of common stock percentage | 180 days | ||
Warrant Redemption Price One [Member] | Minimum [Member] | Triggering Share Price One [Member] | |||
Class of warrants or rights redemption price | $ 0.01 | $ 0.01 | |
Public Warrants [Member] | |||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 days | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||
Common Class A [Member] | |||
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Issued | 1,308,602 | 1,308,602 | |
Common Stock, Shares Outstanding | 1,308,602 | 1,308,602 | |
Common stock description of voting rights | one vote for each share | ||
Subject to Possible Redemption, Shares | 24,126,398 | 24,126,398 | |
Common Class A [Member] | Event Trigerring The Value Of Warrants [Member] | |||
Sale of stock issue price per share | $ 9.20 | $ 9.20 | |
Common Class B [Member] | |||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Issued | 6,358,750 | 6,358,750 | 7,187,500 |
Common Stock, Shares Outstanding | 6,358,750 | 6,358,750 | 7,187,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Fair Value of Assets Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 254,369,267 |