Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39373 | |
Entity Registrant Name | Research Alliance Corp. II | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2019822 | |
Entity Address, Address Line One | 3172 North Rainbow Blvd. #1278 | |
Entity Address, City or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address, Postal Zip Code | 89108 | |
City Area Code | 617 | |
Local Phone Number | 778.2500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001819724 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | RACB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,449,000 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,737,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 1,838,824 | $ 224,455 |
Total Current Assets | 1,838,824 | 224,455 |
Cash and marketable securities held in Trust Account | 149,500,369 | |
Deferred offering costs | 123,125 | |
Total Assets | 151,339,193 | 347,580 |
Current liabilities: | ||
Accounts payable | 108,390 | 6,558 |
Accrued expenses | 222,529 | 23,886 |
Notes Payable - Related Party | 300,000 | |
Total Current Liabilities | 330,919 | 330,444 |
Deferred Underwriting Commissions | 5,232,500 | |
Total Liabilities | 5,563,419 | 330,444 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Additional paid-in-capital | 5,036,016 | 24,626 |
Accumulated deficit | (36,523) | (7,864) |
Total Stockholders' Equity | 5,000,004 | 17,136 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 151,339,193 | 347,580 |
Class A common stock | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 14,077,577 shares subject to possible redemption at redemption value at March 31, 2021 | 140,775,770 | |
Stockholders' Equity | ||
Common stock | 137 | |
Class B common stock | ||
Stockholders' Equity | ||
Common stock | $ 374 | $ 374 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Purchase price, per unit | $ / shares | $ 10 |
Class A common stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 1,371,423 |
Common shares, shares outstanding | 1,371,423 |
Temporary equity, shares issued | 14,077,577 |
Temporary equity, shares outstanding | 14,077,577 |
Class B common stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 10,000,000 |
Common shares, shares issued | 3,737,500 |
Common shares, shares outstanding | 3,737,500 |
Class A redeemable common stock | |
Purchase price, per unit | $ / shares | $ 0.0001 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 29,028 |
Loss from operations | (29,028) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 369 |
Net loss | $ (28,659) |
Class A common stock | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 14,950,000 |
Class B common stock | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 3,348,650 |
Basic and diluted net loss per common share | $ / shares | $ (0.01) |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A common stockCommon StockIPO | Class A common stockCommon StockPrivate placement | Class A common stockCommon Stock | Class A common stock | Class B common stockCommon Stock | Class A Common Stock Not Subject to RedemptionCommon StockPrivate placement | Additional Paid-in CapitalIPO | Additional Paid-in CapitalPrivate placement | Additional Paid-in Capital | Accumulated DeficitIPO | Accumulated DeficitPrivate placement | Accumulated Deficit | IPO | Private placement | Total |
Balance at the beginning at Dec. 31, 2020 | $ 374 | $ 24,626 | $ (7,864) | $ 17,136 | |||||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 3,737,500 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock in initial public offering, net of issuance costs of $8.7 million | $ 1,495 | $ 50 | $ 140,795,802 | $ 4,989,950 | $ 0 | $ 0 | $ 140,797,297 | $ 4,990,000 | |||||||
Issuance of common stock in initial public offering, net of issuance costs of $8.7 million (in shares) | 14,950,000 | 1,950,000 | 499,000 | 499,000 | |||||||||||
Issuance of common stock to Sponsor in a private placement | $ 1,495 | $ 50 | $ 140,795,802 | $ 4,989,950 | $ 0 | $ 0 | $ 140,797,297 | $ 4,990,000 | |||||||
Issuance of common stock to Sponsor in a private placement (in shares) | 14,950,000 | 1,950,000 | 499,000 | 499,000 | |||||||||||
Common stock subject to possible redemption | $ (1,408) | (140,774,362) | 0 | (140,775,770) | |||||||||||
Common stock subject to possible redemption (in shares) | (14,077,577) | ||||||||||||||
Net income | 0 | (28,659) | (28,659) | ||||||||||||
Balance at the end at Mar. 31, 2021 | $ 137 | $ 374 | $ 5,036,016 | $ (36,523) | $ 5,000,004 | ||||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 1,371,423 | 3,737,500 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | |
Issuance of common stock in initial public offering, issuance costs | $ 8.7 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities | |
Net loss | $ (28,659) |
Interest earned on marketable securities held in Trust Account | (369) |
Changes in operating assets and liabilities: | |
Accounts payable | 101,832 |
Accrued expenses | 198,643 |
Net cash provided by (used in) operating activities | 271,447 |
Cash Flows from Investing Activities | |
Investment of cash into Trust Account | (149,500,000) |
Net cash used in investing activities | (149,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of common stock to Sponsor in a private placement | 4,990,000 |
Payment of Offering Costs | (3,470,203) |
Deferred Offering Costs | 123,125 |
Repayment of Related Party Note | (300,000) |
Net cash provided by financing activities | 150,842,922 |
Net Change in Cash | 1,614,369 |
Cash - beginning of the period | 224,455 |
Cash - end of the period | 1,838,824 |
Non-cash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redeption | 140,935,480 |
Change in value of Class A common stock subject to possible redeption | (159,710) |
Deferred underwriting commissions in connection with the initial public offering | (5,232,500) |
Class A redeemable common stock | |
Cash Flows from Operating Activities | |
Interest earned on marketable securities held in Trust Account | (369) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class A redeemable common stock | 149,500,000 |
Proceeds from issuance of Class B Common Stock | $ 149,500,000 |
Organization, Business Operatio
Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Business Operations and Basis of Presentation | |
Organization, Business Operations and Basis of Presentation | 1. Organization, Business Operations and Basis of Presentation Research Alliance Corp. II (the "Company") is a newly organized blank check company incorporated on July 17, 2020 (inception) as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement its management team's background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the healthcare industry. In particular, the Company will target companies in the biotechnology sector where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 17, 2020 (inception) through March 31, 2021 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company's sponsor is Research Alliance Holdings II LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering, and sold 14,950,000 shares of Class A common stock for $10.00 per share, generating gross proceeds of $145.9 million, and incurring offering costs of approximately $8.6 million, inclusive of approximately $5.2 million in deferred underwriting commissions (Note 5). Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 499,000 shares of Class A Common Stock (the "Private Placement Shares") at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $5.0 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has not consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to our stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering). The Company's management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering, $145.9 million ( $10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account ("Trust Account"), located in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below. The Company will provide the holders of its outstanding shares of Class A common stock, par value $0.0001 (the "Class A common stock"), sold in the Initial Public Offering (the "Stockholders") with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) 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 Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second 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 transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, directors and executive officers have agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Company’s Sponsor, directors and executive officers have agreed to waive its redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares owned by it in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company's second amended and restated certificate of incorporation provides that a 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 shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify 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 with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 22, 2023 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company's obligations to provide for claims of creditors and the requirements of other applicable law. The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) 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 funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from December 31, 2021 through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 19, 2021 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on March 26, 2021. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income (Loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the private placement shares to purchase 499,000 shares of Class A common stock in the calculation of diluted income per share, as the Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to these shares. The Company’s condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $369 for the three month period ended March 31, 2021, by the weighted average number of Class A redeemable common stock of 14,950,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock for the three months period ended March 31, 2021 is calculated by dividing the net loss of $28,659 less income attributable to Class A redeemable common stock of $369 , by the weighted average number of Class B non-redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for Class B non-redeemable common stock for the three month period ended March 31, 2021 is calculated by dividing the net loss of $28,659 , less income attributable to Class A redeemable common stock of $369 , by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, the 14,077,577 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 had approximately $1.8 and $0.2 million in cash as of March 31, 2021 and December 31, 2020, respectively. The Company had no cash equivalents as of March 31, 2021 or December 31, 2020. Cash and Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were invested in money market funds. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders' equity upon the completion of the Initial Public Offering in March 2021. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of March 31, 2021. 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On March 22, 2021, pursuant to the Initial Public Offering, the Company sold 14,950,000 shares of Class A common stock (the “Public Shares”), including the issuance of 1,950,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $145.9 million. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
RELATED PARTY TRANSACTIONS | Note 4 - Related Party Transactions Founder Shares On July 23, 2020, the Sponsor paid $25,000 in consideration for 3,737,500 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock"). The Company filed an Amended and Restated Certificate of Incorporation on March 17, 2021, such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company's initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On March 22, 2021, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture. The Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Shares Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 499,000 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $5.0 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1. The Sponsor and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). In October 2020, the Company borrowed $0.3 million under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $0.3 million were repaid in full in March 2021. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share. Private Placement of Common Stock The Sponsor has indicated an interest to purchase $30 million of the Company's common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and "piggyback" registration and stockholder rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on March 22, 2021. The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $5.2 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6 - Stockholders’ Equity Class A common stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021, there was 15,449,000 Class A shares issued and outstanding , including 14,077,577 subject to possible redemption. Class B common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,737,500 shares of common stock that were outstanding became shares of Class B common stock, of which 487,500 share were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company's issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on March 22, 2021; thus, these Founder Shares are no longer subject to forfeiture. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement shares). The Company’s Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At March 31, 2021, there was no preferred stock outstanding. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
FAIR VALUE MEASUREMENTS | Note 7 - Fair Value Measurements The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Cash equivalents $ 149,500,369 $ 149,500,369 $ — $ — Total $ 149,500,369 $ 149,500,369 $ — $ — Transfers to/from Levels 1,2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
SUBSEQUENT EVENTS | Note 8 - Subsequent Events The Company evaluated subsequent events and transactions that occurred through the date that the financial statements were available to be issued. 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) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from December 31, 2021 through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 19, 2021 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on March 26, 2021. |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the private placement shares to purchase 499,000 shares of Class A common stock in the calculation of diluted income per share, as the Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to these shares. The Company’s condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $369 for the three month period ended March 31, 2021, by the weighted average number of Class A redeemable common stock of 14,950,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock for the three months period ended March 31, 2021 is calculated by dividing the net loss of $28,659 less income attributable to Class A redeemable common stock of $369 , by the weighted average number of Class B non-redeemable common stock outstanding for the period. Net loss per common share, basic and diluted, for Class B non-redeemable common stock for the three month period ended March 31, 2021 is calculated by dividing the net loss of $28,659 , less income attributable to Class A redeemable common stock of $369 , by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, the 14,077,577 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Use of Estimates | Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 had approximately $1.8 and $0.2 million in cash as of March 31, 2021 and December 31, 2020, respectively. The Company had no cash equivalents as of March 31, 2021 or December 31, 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were invested in money market funds. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to stockholders' equity upon the completion of the Initial Public Offering in March 2021. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of March 31, 2021. 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets held in Trust Account: Cash equivalents $ 149,500,369 $ 149,500,369 $ — $ — Total $ 149,500,369 $ 149,500,369 $ — $ — |
Organization, Business Operat_2
Organization, Business Operations and Basis of Presentation (Details) | Mar. 22, 2021USD ($)DYM$ / sharesshares | Jul. 23, 2020D | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 4,990,000 | ||
Offering costs | 3,470,203 | ||
Deferred underwriting fee payable | 5,232,500 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 150 | ||
Payments for investment of cash in Trust Account | $ 149,500,000 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 1,950,000 | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 145.9 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 14,950,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 145,900,000 | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
IPO | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 14,950,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from Issuance of Common Stock | $ 145,900,000 | ||
Offering costs | 8,600,000 | ||
Deferred underwriting fee payable | $ 5,200,000 | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Private placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 499,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Y | 1 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 150 | ||
Private placement | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 499,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 5,000,000 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Months to complete acquisition | M | 24 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | shares | 1,950,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Investment Income, Interest | $ 369 | ||
Net loss | (28,659) | ||
Federal Depository Insurance Coverage | $ 250,000 | ||
Private placement | |||
Stock Issued During Period, Shares, New Issues | 499,000 | ||
Class A common stock | |||
Stock Issued During Period, Shares, New Issues | 1,950,000 | ||
Weighted average number of common stock outstanding | 14,950,000 | ||
Stock subject to possible redemption | 14,077,577 | 0 | |
Class A common stock | Private placement | |||
Stock Issued During Period, Shares, New Issues | 499,000 | ||
Class A redeemable common stock | |||
Investment Income, Interest | $ 369 | ||
Weighted average number of common stock outstanding | 14,950,000 | ||
Net loss | $ 28,659 | ||
Income attributable to common stock | 369 | ||
Class B non-redeemable common stock | |||
Net loss | 28,659 | ||
Income attributable to common stock | $ 369 | ||
Stock subject to possible redemption | 14,077,577 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents | ||
Cash | $ 1,838,824 | $ 224,455 |
Cash equivalents | 0 | $ 0 |
Unrecognized tax benefits | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 22, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from Issuance of Common Stock | $ 145.9 | |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 14,950,000 | |
Purchase price, per unit | $ 10 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 1,950,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jul. 23, 2020$ / sharesshares | Jul. 23, 2020$ / sharesshares | Jul. 23, 2020USD ($)$ / sharesshares | Jul. 23, 2020Y$ / sharesshares | Jul. 23, 2020D$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 150 | |||||
Class A common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 1,950,000 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
Shares subject to forfeiture | shares | 487,500 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | shares | 3,737,500 | |||||
Issuance of common stock to Sponsor in a private placement | $ | $ 25,000 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Sponsor | Class A common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | shares | 487,500 | 487,500 | 487,500 | 487,500 | 487,500 | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 23, 2020 | Mar. 31, 2021 | Oct. 31, 2020 |
Related Party Transaction [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Repayment of promissory note - related party | $ 300,000 | ||
Private placement | |||
Related Party Transaction [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Issuance of common stock to Sponsor in a private placement (in shares) | 499,000 | ||
Stock Issued During Period, Value, New Issues | $ 4,990,000 | ||
Sponsor | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock to Sponsor in a private placement (in shares) | 3,737,500 | ||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | 300,000 | $ 300,000 |
Working capital loans | $ 1,500,000 | ||
Purchase price, per unit | $ 10 | ||
Private Placement of Common Stock | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 30,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Commitments And Contingencies [Line Items] | |
Price per share | $ 10 |
Underwriting discount per unit | $ 0.20 |
Underwriting discount | $ | $ 3,000,000 |
Deferred fee per unit | $ 0.35 |
Deferred underwriting fee payable | $ | $ 5,232,500 |
Underwriting cash discount per unit | $ 0.20 |
Aggregate underwriter cash discount | $ | $ 3,000,000 |
Class A common stock | |
Commitments And Contingencies [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 1,950,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) | Mar. 31, 2021shares |
Class of Stock [Line Items] | |
Preferred shares, shares outstanding | 0 |
Public Warrants | |
Class of Stock [Line Items] | |
Preferred shares, shares authorized | 1,000,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020shares | |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 3,737,500 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued, including those subject to redemption (in shares) | 15,449,000 | |
Common shares, shares outstanding, including those subject to redemption (in shares) | 15,449,000 | |
Common shares, shares issued (in shares) | 1,371,423 | 0 |
Common shares, shares outstanding (in shares) | 1,371,423 | 0 |
Class A common stock subject to possible redemption, issued (in shares) | 14,077,577 | 0 |
Class A common stock subject to possible redemption, outstanding (in shares) | 14,077,577 | 0 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 3,737,500 | |
Common shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Ratio to be applied to the stock in the conversion | 20 | |
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1 | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Assets: | |
Cash equivalents | $ 149,500,369 |
U.S. Treasury Securities | |
Assets: | |
Cash equivalents | 149,500,369 |
Money market funds | |
Assets: | |
Transfer of assets from level 1 to level 2 | 0 |
Transfer of assets from level 2 to level 1 | 0 |
Transfer of assets in and out of level 3 | 0 |
Level 1 | |
Assets: | |
Cash equivalents | 149,500,369 |
Level 1 | U.S. Treasury Securities | |
Assets: | |
Cash equivalents | $ 149,500,369 |