Cover Page
Cover Page - USD ($) | 9 Months Ended | ||
Mar. 31, 2021 | Jun. 02, 2021 | Sep. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | Original Bark Co | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Central Index Key | 0001819574 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-39691 | ||
Entity Tax Identification Number | 83-4109918 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Address, Address Line One | 221 Canal Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10013 | ||
City Area Code | 855 | ||
Local Phone Number | 501-2275 | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 166,734,484 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | BARK | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | BARK WS |
Consolidated Balance Sheet
Consolidated Balance Sheet | Mar. 31, 2021USD ($) | |
Current Assets | ||
Cash | $ 306,623 | |
Prepaid expenses | 25,816 | |
Total Current Assets | 332,439 | |
Marketable securities held in Trust Account | 254,382,396 | |
TOTAL ASSETS | 254,714,835 | |
Current liabilities | ||
Accrued expenses | 601,749 | |
Total Current Liabilities | 601,749 | |
Warrant Liability | 41,472,782 | |
Deferred underwriting payable | 8,902,250 | |
Total Liabilities | 50,976,781 | |
Commitments | ||
Temporary Equity | ||
Common stock subject to possible redemption, Value | 198,738,050 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | |
Additional paid-in capital | 34,636,485 | |
Accumulated deficit | (29,637,673) | |
Total Stockholders' Equity | 5,000,004 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 254,714,835 | |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock | 556 | |
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 on such date. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 6). |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) | Mar. 31, 2021 | 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 Class A [Member] | ||
Subject to Possible Redemption, Shares | 19,873,805 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Authorized | 125,000,000 | |
Common Stock, Shares Issued | 5,561,195 | |
Common Stock, Shares Outstanding | 5,561,195 | |
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 |
Consolidated Statement Of Opera
Consolidated Statement Of Operations | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 1,595,783 |
Loss from operations | (1,595,783) |
Other income (expense): | |
Loss on warrant liabilities | (27,563,109) |
Transaction costs incurred in connection with warrant liabilities | (511,177) |
Interest earned on marketable securities held in Trust Account | 32,396 |
Other (expense), net | (28,041,890) |
Net loss | (29,637,673) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Other income (expense): | |
Net loss | $ 0 |
Basic and diluted weighted average shares outstanding | shares | 2,317,710 |
Basic and diluted net loss per share | $ / shares | $ 0 |
Basic and diluted net loss per share , Non-redeemable ordinary shares | $ / shares | $ 0 |
Common Stock Subject to Non Redeemable [Member] | |
Other income (expense): | |
Basic and diluted weighted average shares outstanding | shares | 6,498,571 |
Basic and diluted net loss per share | $ / shares | $ (4.56) |
Basic and diluted net loss per share , Non-redeemable ordinary shares | $ / shares | $ (4.56) |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity - 9 months ended Mar. 31, 2021 - USD ($) | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid in Capital | Accumulated Deficit | ||
Beginning Balance at Jul. 07, 2020 | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | |
Beginning Balance (In Shares) at Jul. 07, 2020 | 0 | 0 | [1] | ||||
Issuance of Class B common stock | 25,000 | $ 719 | [1] | 24,281 | |||
Issuance of Class B common stock (In Shares) | [1] | 7,187,500 | |||||
Sale of 25,435,000 Units, net of underwriting discounts | 231,436,367 | $ 2,544 | 231,433,823 | ||||
Sale of 25,435,000 Units, net of underwriting discounts (In Shares) | 25,435,000 | ||||||
Cash received in excess of fair value of private warrants | 1,914,360 | 1,914,360 | |||||
Forfeiture of Founder Shares | $ (83) | [1] | 83 | ||||
Forfeiture of Founder Shares (In Shares) | [1] | (828,750) | |||||
Class A common stock subject to possible redemption | (198,738,050) | $ (1,988) | (198,736,062) | ||||
Class A common stock subject to possible redemption (In Shares) | (19,873,805) | ||||||
Net loss | (29,637,673) | (29,637,673) | |||||
Ending Balance at Mar. 31, 2021 | $ 5,000,004 | $ 556 | $ 636 | [1] | $ 34,636,485 | $ (29,637,673) | |
Ending Balance (In Shares) at Mar. 31, 2021 | 5,561,195 | 6,358,750 | [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 on such date. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 6). |
Consolidated Statement Of Cha_2
Consolidated Statement Of Changes In Stockholders' Equity (Parenthetical) - Common Class B [Member] - USD ($) | Mar. 31, 2021 | Nov. 10, 2020 |
Stock Surrendered During The Period, Shares | 1,437,500 | |
Stock Surrendered During The Period Value | $ 0 | |
Common Stock, Shares, Issued | 6,358,750 | 7,187,500 |
Common Stock, Shares, Outstanding | 6,358,750 | 7,187,500 |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (29,637,673) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in value of warrant liabilities | 27,563,109 |
Transaction costs incurred in connection with warrant liabilities | 511,177 |
Interest earned on marketable securities held in Trust Account | (32,396) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (25,816) |
Accrued expenses | 601,749 |
Net cash used in operating activities | (1,019,850) |
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 Placement Warrants | 6,837,000 |
Proceeds from promissory note – related party | 150,000 |
Repayment of promissory note – related party | (150,000) |
Payment of offering costs | (423,527) |
Net cash provided by financing activities | 255,676,473 |
Net Change in Cash | 306,623 |
Cash – Beginning of period | 0 |
Cash – End of period | 306,623 |
Non-Cash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redemption | 227,864,037 |
Change in value of Class A common stock subject to possible redemption | (27,563,109) |
Deferred underwriting fee payable | 8,902,250 |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Acquisition Corp. (now known as The Original BARK Company) (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in North America that provide technology-enabled solutions in industrial and industrial distribution markets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On December 28, 2020, the Company changed its fiscal year end from December 31 of each year to March 31 of each year. 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 March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating 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. 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 for additional gross proceeds of $4,350,000, and the sale of an additional per Private Warrant for additional gross proceeds of 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. Of the total transaction costs, $13,926,600 were charged to additional paid in capital and $511,177 were charged to other income (expense) transaction costs incurred in connection with warrant liabilities. Following the closing of the Initial Public Offering on November 13, 2020 and the underwriter’s election to partially exercise their over-allotment on November 24, 2020, an amount of $254,350,000 ($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 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 Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires 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 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 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 its Public Shares irrespective of whether it votes for or against the proposed transaction or otherwise elects not to vote on 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 15% 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, 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 the Company’s 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 Liquidity As of March 31, 2021, the Company had $306,623 in its operating bank accounts, $254,382,396 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $230,621, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of March 31, 2021, approximately $32,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Business Combination The Company consummated the Business Combination on June 1, 2021. As such, cash of $xxx, representing the proceeds from the Trust Account and the PIPE financing, net of transaction expenses, became available to the post-merged company. As a result, the post-merged company has sufficient liquidity to meet its obligations for twelve months from the date that these financial statements are issued. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying 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 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 of 2002 (“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 financial statements in conformity with 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. 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 March 31, 2021. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. These securities are treated as trading and fair valued on a recurring basis with gains and losses included in Other Income (Expense). Warrant Liabilities The Company accounts for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,036,333 shares of common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 Fair Value Measurements for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Public Offering | NOTE 3. 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 | 9 Months Ended |
Mar. 31, 2021 | |
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 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
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 initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 Placement Warrants. |
Commitments
Commitments | 9 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS 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 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 the period from July 7, 2020 (inception) through March 31, 2021 , the Company incurred and paid $252,500 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 after the required approval by our stockholders at our annual meeting of stockholders, which is scheduled for May 28, 2021, and the fulfillment of certain other conditions set forth in the Merger Agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of as-converted |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • 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 based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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 higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Income Tax
Income Tax | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at March 31, 2021 is as follows: Deferred tax assets (liability) Net operating loss carryforward $ 23,974 Unrealized gain on marketable securities (2,582 ) Start-up 306,668 Total net deferred tax assets 328,060 Valuation Allowance (328,060 ) Net Deferred tax assets $ — The income tax provision for the period from July 7, 2020 (inception) through March 31, 2021 consists of the following: Federal Current $ — Deferred (328,060 ) State and Local Current — Deferred — Change in valuation allowance 328,060 Income tax provision $ — As of December 31, 2020, the Company had $23,974 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from July 8 A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of warrants (19.5 )% Transaction costs incurred in connection with warrant liabilities (0.4 )% Valuation allowance (1.1 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax return for the year ended December 31, 2020 remains open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 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 our 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 and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 254,382,396 Liabilities: Warrant Liability – Public Warrants 1 $ 25,519,782 Warrant Liability – Private Placement Warrants 3 $ 15,953,000 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Consolidated Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants on November 13, 2020 and November 24, 2020, the dates of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and Black-Scholes model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-third Initial Measurement – Risk-free rate 0.6 % Remaining term in years 5.75 Expected volatility 19.0 % Exercise price $ 11.50 Fair value of common stock $ 9.65 Expected probability to consummate a business combination 88.3 % The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The remaining term was determined to be 5.75 years, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of the Units, which each consist of one Class A ordinary share and one-third Upon initial measurement, the Private Placement Warrants and Public Warrants were determined to be $1.08 and $1.06, respectively, per warrant for aggregate values of $4.9 million and $9.0 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOE.WS and the Private Placement Warrants are measured using the Black-Scholes Model, which is classified as Level 3. Input March 31, Risk-free rate 0.95 % Remaining term in years 5.13 Expected volat i 40.2 % Exercise price $ 11.50 Fair value of common stock $ 11.12 Expected probability to consummate a business combination 88.3 % As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $16.0 million and $25.5 million, respectively, based on the closing price of PIC.WS on that date of $3.01 for the Public Warrants and based upon a Black-Scholes Model fair value of the Private Warrants of $3.50. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 8, 2020 (inception) $ — $ — $ — Initial fair value – November 13,2020 4,922,640 8,987,033 13,909,673 Change in fair value (11,030,360 ) (16,532,749 ) (27,563,109 ) Fair value as of March 31, 2021 $ 15,953,000 $ 25,519,782 $ 41,472,782 (2) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $9.0 million during the period from November 13, 2020 through March 31, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the Company’s name change and consummation of business combination, disclosed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying 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 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 of 2002 (“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 financial statements in conformity with 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. 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 March 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. These securities are treated as trading and fair valued on a recurring basis with gains and losses included in Other Income (Expense). |
Warrant Liabilities | Warrant Liabilities The Company accounts for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss per Common Share | Net Loss per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,036,333 shares of common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 Fair Value Measurements for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic And Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The Company’s net deferred tax assets at March 31, 2021 is as follows: Deferred tax assets (liability) Net operating loss carryforward $ 23,974 Unrealized gain on marketable securities (2,582 ) Start-up 306,668 Total net deferred tax assets 328,060 Valuation Allowance (328,060 ) Net Deferred tax assets $ — |
Schedule of Income Tax Provision | The income tax provision for the period from July 7, 2020 (inception) through March 31, 2021 consists of the following: Federal Current $ — Deferred (328,060 ) State and Local Current — Deferred — Change in valuation allowance 328,060 Income tax provision $ — |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of warrants (19.5 )% Transaction costs incurred in connection with warrant liabilities (0.4 )% Valuation allowance (1.1 )% Income tax provision — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 254,382,396 Liabilities: Warrant Liability – Public Warrants 1 $ 25,519,782 Warrant Liability – Private Placement Warrants 3 $ 15,953,000 |
Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placemnets Warrnts And Public Warrants at Intial Measurement | The key inputs into the Monte Carlo simulation model and the Black-Scholes model were as follows at initial measurement: Initial Measurement – Risk-free rate 0.6 % Remaining term in years 5.75 Expected volatility 19.0 % Exercise price $ 11.50 Fair value of common stock $ 9.65 Expected probability to consummate a business combination 88.3 % Input March 31, Risk-free rate 0.95 % Remaining term in years 5.13 Expected volat i 40.2 % Exercise price $ 11.50 Fair value of common stock $ 11.12 Expected probability to consummate a business combination 88.3 % |
Schedule Of Changes In The Fair Value Of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 8, 2020 (inception) $ — $ — $ — Initial fair value – November 13,2020 4,922,640 8,987,033 13,909,673 Change in fair value (11,030,360 ) (16,532,749 ) (27,563,109 ) Fair value as of March 31, 2021 $ 15,953,000 $ 25,519,782 $ 41,472,782 (2) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $9.0 million during the period from November 13, 2020 through March 31, 2021. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Nov. 13, 2022 | Nov. 24, 2020 | Nov. 13, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Jun. 01, 2021 | Jul. 07, 2020 |
Date of Incorporation | Jul. 8, 2020 | ||||||
Proceeds From Issuance Of Warrants | $ 6,837,000 | ||||||
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 | ||||||
Additional Paid in Capital | $ 34,636,485 | ||||||
Operating Expenses | $ 511,177 | ||||||
Share Redemption Price Per Share | 10.00% | ||||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100.00% | ||||||
Operating bank accounts | $ 306,623 | $ 0 | |||||
Assets Held-in-trust, Noncurrent | 254,382,396 | ||||||
Working Capital Deficit | 230,621 | ||||||
Deposit Amount In Trust Account [Member] | |||||||
Interest Income | $ 32,000 | ||||||
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 | 15.00% | ||||||
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 | ||||||
Subsequent Event [Member] | |||||||
Restricted cash | $ 0 | ||||||
Common Class A [Member] | |||||||
Stock Issued During Period Shares | 25,435,000 | ||||||
IPO [Member] | Common Class A [Member] | |||||||
Stock Issued During Period Shares | 25,000,000 | ||||||
Shares Issued Price Per Share | $ 10 | ||||||
Proceeds From Issuance Of IPO | $ 250,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Proceeds From Issuance Of Common Stock And Warrants Gross | $ 87,000 | ||||||
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 | ||||||
Proceeds From Issuance Of Warrants | $ 4,350,000 | ||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||
Stock Issued During Period Shares | 435,000 | ||||||
Shares Issued Price Per Share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
cash equivalents | $ 0 | |
Unrecognized Tax Benefits | $ 0 | |
Income Tax Penalties And Interest Accrued | $ 0 | |
FDIC Insured Amount | 250,000 | |
Proceeds to the warrants based on their initial fair value measurement | 6,837,000 | |
Proceeds from issuance of common stock net of issuance cost | 249,263,000 | |
Private Placement Warrants | ||
Warrant liability for the initial fair value of the warrants | $ 4,922,640 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13,036,333 | |
Warrant [Member] | IPO [Member] | Portion at Fair Value Measurement | ||
Proceeds to the warrants based on their initial fair value measurement | $ 8,987,033 | |
Common Class A [Member] | IPO [Member] | ||
Proceeds from issuance of common stock net of issuance cost | $ 13,926,600 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 32,396 |
Net income attributable | (29,637,673) |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (29,637,673) |
Common Stock Subject to Mandatory Redemption [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Basic and diluted net income per share | $ / shares | $ 0 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ 0 |
Common Stock Subject to Non Redeemable [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 32,396 |
Less: interest available to be withdrawn for payment of taxes | (32,396) |
Net income attributable | $ (29,637,673) |
Basic and diluted weighted average shares outstanding | shares | 6,498,571 |
Basic and diluted net income per share | $ / shares | $ (4.56) |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 6,498,571 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (4.56) |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (29,637,673) |
Add: Net loss allocable to Class A Common stock subject to possible redemption | 0 |
Non-Redeemable Net Loss | (29,637,673) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Net income attributable | $ 0 |
Basic and diluted weighted average shares outstanding | shares | 2,317,710 |
Basic and diluted net income per share | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 2,317,710 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ 0 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ 0 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - $ / shares | Nov. 24, 2020 | Mar. 31, 2021 |
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”). | |
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 | Mar. 31, 2021 |
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 | Mar. 31, 2021 | Jul. 17, 2020 |
Offering costs for an aggregate price | $ 25,000 | $ 25,000 | ||||||
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 | |||||||
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 | |||||||
Common Class B [Member] | ||||||||
Stock shares issued during the period | shares | 8,625,000 | |||||||
Common Stock, Shares Issued | 7,187,500 | 6,358,750 | ||||||
Common Stock, Shares Outstanding | 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% | |||||||
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 | |||||||
Sponsor [Member] | Minimum [Member] | ||||||||
Share Price | $ 12 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | Dec. 16, 2020 | Mar. 31, 2021 | Nov. 24, 2020 |
Deferred underwriting fee payable | $ 8,902,250 | ||
Consulting fees incurred | 252,500 | ||
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 | ||
Common Class A [Member] | BarkBox [Member] | |||
Business Acquisition Number Of Shares Issued | 150,000,000 | ||
Business Acquisition Share Price | $ 0.0001 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Nov. 10, 2020 |
Preferred Stock Shares Authorized | 1,000,000 | |
Preferred Stock Par Value | $ 0.0001 | |
Preferred Stock Shares Issued | 0 | |
Preferred Stock Shares Outstanding | 0 | |
Founder Shares [Member] | ||
Common stock, threshold percentage on conversion of shares | 20.00% | |
Class A Common Stock | ||
Common Stock, Shares Authorized | 125,000,000 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Issued | 5,561,195 | |
Common Stock, Shares Outstanding | 5,561,195 | |
Subject to Possible Redemption, Shares | 19,873,805 | |
Class B Common Stock | ||
Common Stock, Shares Authorized | 25,000,000 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Issued | 6,358,750 | 7,187,500 |
Common Stock, Shares Outstanding | 6,358,750 | 7,187,500 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 9 Months Ended |
Mar. 31, 2021$ / shares | |
Event Trigerring The Value Of Warrants [Member] | |
Share Price | $ 9.20 |
Number of consecutive trading days for determining the share price | 20 days |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% |
Minimum [Member] | Event Trigerring The Value Of Warrants [Member] | |
Share redemption trigger price per share | $ 10 |
Redemption price of warrants in percentage | 115.00% |
Redemption trigger price as a percentage of the newly issued price | 100.00% |
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 |
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 |
Share Price | 18 |
Share redemption trigger price per share | 10 |
Maximum [Member] | Event Trigerring The Value Of Warrants [Member] | |
Share redemption trigger price per share | $ 18 |
Redemption trigger price as a percentage of the newly issued price | 180.00% |
Warrant Redemption Price One [Member] | Minimum [Member] | Triggering Share Price One [Member] | |
Class of warrants or rights redemption price | $ 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 |
Class A Ordinary Shares [Member] | Event Trigerring The Value Of Warrants [Member] | |
Sale of stock issue price per share | $ 9.20 |
Class A Ordinary Shares [Member] | Minimum [Member] | Triggering Share Price Two [Member] | |
Class of warrants or rights redemption price | $ 10 |
Income Tax - Schedule of Defer
Income Tax - Schedule of Deferred Tax Assets (Detail) | Mar. 31, 2021USD ($) |
Deferred tax assets (liability) | |
Net operating loss carryforward | $ 23,974 |
Unrealized gain on marketable securities | (2,582) |
Start-up Costs | 306,668 |
Total net deferred tax assets | 328,060 |
Valuation Allowance | (328,060) |
Net Deferred tax assets | $ 0 |
Income Tax - Schedule of Incom
Income Tax - Schedule of Income Tax Provision (Detail) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (328,060) |
State and Local | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 328,060 |
Income tax provision | $ 0 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 9 Months Ended |
Mar. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Statutory federal income tax rate | 21.00% |
Change in fair value of warrants | (19.50%) |
Transaction costs incurred in connection with warrant liabilities | (0.40%) |
Valuation allowance | (1.10%) |
Income tax provision | 8212.00% |
Income Tax - Additional Inform
Income Tax - Additional Information (Detail) | Mar. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 23,974 |
Deferred Tax Assets, Valuation Allowance | $ 328,060 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 24, 2020 | Mar. 31, 2021 | Nov. 13, 2020 |
Subsequent Measurement [Member] | Private Placement Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 16 | ||
Subsequent Measurement [Member] | Private Placement Warrants [Member] | Portion at Fair Value Measurement | |||
Class of warrant or right exercise price of warrants or rights | $ 3.50 | ||
Subsequent Measurement [Member] | Public Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 25.5 | ||
Class of warrant or right exercise price of warrants or rights | $ 3.01 | ||
Initial Measurement [Member] | Monte Carlo simulation model [Member] | |||
Period of expiration of warrants after the completion of the initial business combination | 5 years | ||
Expected term of warrants | 5 years 9 months | ||
Warrant exercisable days after the completion of business combination | 30 days | ||
Warrant exercisable period from the initial public offering date | 12 days | ||
Initial Measurement [Member] | Monte Carlo simulation model [Member] | US Treasury (UST) Interest Rate | |||
Description of risk free interest rate assumption based on treasury rate | risk-free interest rate assumption was based on the five-year U.S. Treasury rate | ||
Initial Measurement [Member] | Private Placement Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 4.9 | ||
Class of warrant or right exercise price of warrants or rights | $ 1.08 | ||
Initial Measurement [Member] | Public Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 9 | ||
Class of warrant or right exercise price of warrants or rights | $ 1.06 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Mar. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 254,382,396 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | 254,382,396 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | 25,519,782 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | $ 15,953,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placemnets Warrnts And Public Warrants at Intial Measurement (Details) - USD ($) | Nov. 24, 2020 | Mar. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of Units | $ 27,563,109 | |
Balck Scholes Model [Member] | Private Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.60% | 0.95% |
Expected term (years) | 5 years 9 months | 5 years 1 month 17 days |
Expected volatility | 19.00% | 40.20% |
Exercise price | $ 11.50 | $ 11.50 |
Fair value of Units | $ 9.65 | $ 11.12 |
Expected probability to consummate a business combination | 88.30% | 88.30% |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Details) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value | $ 27,563,109 |
Private Placement Warrants | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 4,922,640 |
Change in fair value | (11,030,360) |
Fair value as of March 31, 2021 | 15,953,000 |
Public Warrants [Member] | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 8,987,033 |
Change in fair value | (16,532,749) |
Fair value as of March 31, 2021 | 25,519,782 |
Warrant Liabilities | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 13,909,673 |
Change in fair value | (27,563,109) |
Fair value as of March 31, 2021 | $ 41,472,782 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Parenthetical) (Details) $ in Millions | 5 Months Ended |
Mar. 31, 2021USD ($) | |
Changes IN Fair Value Of Warrant Liabilities [Abstract] | |
Fair value measurement with unobservable inputs reconciliation recurring basis liabilities transfers out of level 3 | $ 9 |