Cover Page
Cover Page - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | May 17, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | Thayer Ventures Acquisition Corp | ||
Entity Central Index Key | 0001820566 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39791 | ||
Entity Tax Identification Number | 85-2426959 | ||
Entity Address, Address Line One | 25852 McBean Parkway | ||
Entity Address, City or Town | Valencia | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91335 | ||
City Area Code | 415 | ||
Local Phone Number | 782-1414 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | TVAC | ||
Security Exchange Name | NASDAQ | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | References throughout this Amendment No. 1 to Annual Report on Form 10-K (the “Amended Report”) to “we,” “us,” the “Company” or “our company” are to Thayer Ventures Acquisition Corporation, unless the context otherwise indicates. This Amended Report amends the Annual Report on Form 10-K of Thayer Ventures Acquisition Corporation for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021 (the “Original Report”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement titled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed the view that certain warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value recorded each period in earnings. The SEC Staff Statement discusses “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Staff Statement indicates that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Since their issuance on December 15, 2020, our warrants have been accounted for as a component of stockholders’ equity within our balance sheet. After discussion and evaluation and taking into consideration the SEC Staff Statement, we have determined to classify our warrants as liabilities and will subsequently measure them at fair value pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) in our financial statements. On May 11, 2021, the audit committee of the board of directors, after considering the recommendations of and in consultation with our management, concluded that our previously issued audited financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”) should be restated due to such change in classification of our warrants and should no longer be relied upon. Historically, our warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of FASB ASC 815-40. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within the warrants and our application of ASC 815-40 to the warrants. We reassessed our accounting for the warrants issued on December 15, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the warrants does not impact the amounts previously reported for our cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any period presented herein. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are hereby amending and restating in their entirety in this Amended Report, the following items: • Item 1A—Risk Factors; • Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations; • Item 8—Financial Statements and Supplementary Data; and • Item 9A—Controls and Procedures. In addition, we are also filing a signature page, and our Co-Chief Executive Officers and Chief Financial Officer have provided with this Amended Report new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2). This Amended Report should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report. We have not amended our prior Current Report on Form 8-K (File No. 001-39791) filed with the SEC on December 21, 2020, which contained our audited balance sheet as of December 15, 2020. The financial information contained in that Current Report on Form 8-K is superseded by the information in this Amended Report, and the financial statements and related financial information contained in such Current Report should no longer be relied upon. This Amended Report continues to describe the conditions as of the date of the Original Report and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report. | ||
Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A common stock, $0.0001 par value | ||
Trading Symbol | TVAC | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock | ||
Trading Symbol | TVAC | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,242,226 |
Prepaid expenses | 509,248 |
Total current assets | 1,751,474 |
Investments held in Trust Account | 175,950,325 |
Total Assets | 177,701,799 |
Current liabilities: | |
Accounts payable | 296,718 |
Accrued expenses | 70,000 |
Franchise tax payable | 83,836 |
Total current liabilities | 450,554 |
Deferred underwriting commissions | 6,900,000 |
Derivative warrant liabilities | 15,871,750 |
Total Liabilities | 23,222,304 |
Commitments and Contingencies | |
Class A common stock; 14,654,852 shares subject to possible redemption at $10.20 per share | 149,479,490 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 7,957,848 |
Accumulated deficit | (2,958,534) |
Total stockholders' equity | 5,000,005 |
Total Liabilities and Stockholders' Equity | 177,701,799 |
Common Class A [Member] | |
Stockholders' Equity: | |
Common stock | 260 |
Total stockholders' equity | 260 |
Common Class B [Member] | |
Stockholders' Equity: | |
Common stock | 431 |
Total stockholders' equity | $ 431 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common shares subject to redemption | 14,654,852 |
Common stock redemption price per share | $ / shares | $ 10.20 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 2,595,148 |
Common stock, shares outstanding | 2,595,148 |
Common Class B [Member] | |
Common shares subject to redemption | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 4,312,500 |
Common stock, shares outstanding | 4,312,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 108,674 |
Franchise tax expenses | 83,836 |
Loss from operations | (192,510) |
Interest and investment income | 325 |
Financing costs - derivative warrant liabilities | (410,849) |
Change in fair value of derivative warrant liabilities | (2,355,500) |
Net loss | (2,958,534) |
Common Class A [Member] | |
Net loss | $ 0 |
Weighted average shares outstanding | shares | 17,250,000 |
Basic and diluted net loss per share | $ / shares | |
Common Class B [Member] | |
Net loss | $ 2,959,000 |
Weighted average shares outstanding | shares | 3,817,819 |
Basic and diluted net loss per share | $ / shares | $ (0.77) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholder's Deficit - 5 months ended Dec. 31, 2020 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Jul. 31, 2020 | |||||
Balance (Shares) at Jul. 31, 2020 | 0 | 0 | |||
Issuance of common stock to sponsor | 25,000 | $ 431 | 24,569 | ||
Issuance of common stock to Sponsor (Shares) | 0 | 4,312,500 | |||
Sale of units in initial public offering, less fair value of public warrants | 165,082,500 | $ 1,725 | 165,080,775 | ||
Sale of units in initial public offering, less fair value of public warrants [Shares] | 17,250,000 | ||||
Offering costs, net of reimbursement from underwriters | (8,745,721) | (8,745,721) | |||
Excess of cash received over fair value of private placement warrants | 1,076,250 | 1,076,250 | |||
Common stock subject to possible redemption | (149,479,490) | $ (1,465) | (149,478,025) | ||
Common stock subject to possible redemption[Shares] | (14,654,852) | ||||
Net loss | (2,958,534) | $ 0 | $ 2,959,000 | (2,958,534) | |
Balance at Dec. 31, 2020 | $ 5,000,005 | $ 260 | $ 431 | $ 7,957,848 | $ (2,958,534) |
Balance (Shares) at Dec. 31, 2020 | 2,595,148 | 4,312,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,958,534) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor under note payable | 18,500 |
Income earned on investments held in Trust Account | (325) |
Financing costs - derivative warrant liabilities | 410,849 |
Change in fair value of derivative warrant liabilities | 2,355,500 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (509,248) |
Accounts payable | 61,811 |
Franchise tax payable | 83,836 |
Net cash used in operating activities | (537,611) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (175,950,000) |
Net cash used in investing activities | (175,950,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 265,312 |
Repayment of note payable to related party | (400,000) |
Proceeds received from initial public offering, gross | 172,500,000 |
Proceeds received from private placement | 7,175,000 |
Offering costs paid, net of reimbursement from underwriters | (1,810,475) |
Net cash provided by financing activities | 177,729,837 |
Net change in cash | 1,242,226 |
Cash - beginning of the period | |
Cash - end of the period | 1,242,226 |
Supplemental disclosure of noncash financing activities: | |
Offering costs paid in exchange for issuance of common stock to Sponsor | 25,000 |
Offering costs included in accrued expenses | 70,000 |
Offering costs included in accounts payable | 234,907 |
Offering costs included in note payable | 116,188 |
Deferred underwriting commissions in connection with the initial public offering | 6,900,000 |
Initial value of Class A common stock subject to possible redemption | 165,443,398 |
Change in value of Class A common stock subject to possible redemption | $ (15,963,908) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Thayer Ventures Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 31, 2020 (inception) through December 31, 2020 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 generates non-operating investments made using The Company’s sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 2,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions (Note 5) and net of reimbursement from underwriters of approximately $1.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,175,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $176.0 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (currently at $10.20 per Public Share). The per-share amount The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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, The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account 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, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (excluding 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. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.2 million outside of the Trust account and working capital of approximately $1.4 million, excluding approximately $0.1 million of franchise tax payable. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of $400,000 under the Note (as defined Note 4). The Company repaid the Note in full on December 15, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In May 11, 2021, the Audit Committee of the Board of Directors, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in December 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement titled “ Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of and for the period ended December 31, 2020 and as of December 15, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 177,701,799 $ — $ 177,701,799 Liabilities and stockholders’ equity Total current liabilities $ 450,554 $ — $ 450,554 Deferred underwriting commissions 6,900,000 — 6,900,000 Derivative warrant liabilities — 15,871,750 15,871,750 Total liabilities 7,350,554 15,871,750 23,222,304 Class A common stock, $0.0001 par value; shares subject to possible redemption 165,351,241 (15,871,750 ) 149,479,491 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 104 156 260 Class B common stock - $0.0001 par value 431 — 431 Additional paid-in-capital 5,191,654 2,766,194 7,957,848 Accumulated deficit (192,185 ) (2,766,349 ) (2,958,534 ) Total stockholders’ equity 5,000,004 1 5,000,005 Total liabilities and stockholders’ equity $ 177,701,799 $ 1 $ 177,701,800 Period From July 31, 2020 (Inception) Through December 31, 2020 As Previously Restatement Adjustment As Restated Statement of Operations Loss from operations $ (192,510 ) $ — $ (192,510 ) Other (expense) income: Interest income on investments held in Trust Account 325 — 325 Financing costs - derivative warrant liabilities — (410,849 ) (410,849 ) Change in fair value of derivative warrant liabilities — (2,355,500 ) (2,355,500 ) Total other (expense) income 325 (2,766,349 ) (2,766,024 ) Net loss $ (192,185 ) $ (2,766,349 ) $ (2,958,534 ) Basic and Diluted weighted-average Class A common shares outstanding 17,250,000 — 17,250,000 Basic and Diluted net income per Class A common share $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 3,817,819 — 3,817,819 Basic and Diluted net loss per Class B common share $ (0.05 ) $ (0.72 ) $ (0.77 ) Period From July 31, 2020 (Inception) Through As Previously Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (192,185 ) $ (2,766,349 ) $ (2,958,534 ) Adjustment to reconcile net loss to net cash used in operating activities (345,426 ) — (345,426 ) Change in fair value of derivative warrant liabilitie s — 2,355,500 2,355,500 Financing costs - derivative warrant liabilities — 410,849 410,849 Net cash used in operating activities (537,611 ) — (537,611 ) Net cash used in investing activities (175,950,000 ) — (175,950,000 ) Net cash provided by financing activities 177,729,837 — 177,729,837 Net change in cash $ 1,242,226 $ — $ 1,242,226 As of December 15, 2020 As Previously Restatement Adjustment As Restated Balance Sheet Total assets $ 178,262,938 $ — $ 178,262,938 Liabilities and stockholders’ equity Total current liabilities $ 919,531 $ — $ 919,531 Deferred underwriting commissions 6,900,000 — 6,900,000 Derivative warrant liabilities — 13,516,250 13,516,250 Total liabilities 7,819,531 13,516,250 21,335,781 Class A common stock, $0.0001 par value; shares subject to possible redemption 165,443,398 (13,516,250 ) 151,927,148 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 103 132 235 Class B common stock - $0.0001 par value 431 — 431 Additional paid-in-capital 5,099,498 410,717 5,510,215 Accumulated deficit (100,023 ) (410,849 ) (510,872 ) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 178,262,938 $ — $ 178,262,938 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof. 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. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. 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 December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed 825-10 The 8,625,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost -derivative warrant liabilities in the statement of operations and $8.7 million is included in stockholders’ equity. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020, 14,654,852 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class , net of applicable income and franchise taxes of approximately for the period from July 31, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock for the period from July 31, 2020 (inception) through December 31, 2020 is calculated by dividing the net loss of , less net income attributable to Class A common stock of , resulting in a net loss of $ , by the weighted average number of Class B common stock outstanding for the period. 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 December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements 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. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4 On December 15, 2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately $9.2 million, inclusive of $6.9 million in deferred underwriting commissions and net of reimbursement from underwriters of approximately $1.7 million. Of the 17,250,000 Units sold, 4,944,550 Units were purchased by three qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one share of Class A common stock, and one-half of |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 Founder Shares and Private Placement Shares On August 11, 2020, the Sponsor subscribed to purchase 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On August 13, 2020, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares. On October 27, 2020, 718,750 Founder Shares were contributed back to the Company for no consideration, resulting in an aggregate of 4,312,500 Founder Shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. On November 9, 2020, the Sponsor transferred 25,000 Founder Shares to each of the independent director nominees. The initial stockholders agreed to forfeit up to 562,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 562,500 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the shares of 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 day Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $20,000 per month for office space and administrative and support services. No charges were incurred as of December 31, 2020. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $3.45 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.40 per Unit, or $6.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters also made a payment to the Company in an amount equal to 1.0% of the gross proceeds of the Initial Public Offering, or approximately $1.7 million in the aggregate to reimburse certain of the Company’s expenses. Deferred Consulting Fees In September 2020, the Company entered into an engagement letter with a consultant to obtain advisory services in connection with its search for a business combination target, pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the Initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company has 8,625,000 and 7,175,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so 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 a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption 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 a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholder's Equity
Stockholder's Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 8—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. With respect to any matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of the shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis an as-converted basis, than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Significant Significant Assets: Investments held in Trust Account $ 172,500,000 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 15,871,750 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were transfers between levels for the period from July 31, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model and Black-Scholes. The fair value of the Public Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The fair value of the warrants issued in the Private Placement were estimated using Black-Scholes. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 15, 2020 As of December 31, 2020 Public and Private Public and Private Exercise pric e $ 11.50 $ 11.50 Volatility 15.0 % 15.0 % Stock price $ 9.57 $ 9.98 Expected life of t 6.54 6.5 Risk-free rate 0.58 % 0.58 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants 13,516,250 Change in fair value of derivative warrant liabilities 2,355,500 Derivative warrant liabilities at December 31, 2020 $ 15,871,750 |
Income Taxes
Income Taxes | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ — State — Deferred Federal (40,359 ) State — Valuation allowance 40,359 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss carryover $ 17,537 Start-up/Organization 22,822 Total deferred tax assets 40,359 Valuation allowance (40,359 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72 ) % Change in fair value of derivative warrant liabilities (2.92 ) % Change in Valuation Allowance (1.4 )% Income Taxes Benefit 0.0 % |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, including in Note 2 — Restatement of Previously Issued Financial Statements, based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
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 Corporation limit of $250,000 and investments held in Trust Account. As of December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities, or a combination thereof. |
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. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. |
Investments held in Trust Account | Investments held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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. 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 December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money, in which case the Company uses NAV as a practical expedient to fair value. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed 825-10 The 8,625,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.4 million is included in financing cost -derivative warrant liabilities in the statement of operations and $8.7 million is included in stockholders’ equity. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020, 14,654,852 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 15,800,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class , net of applicable income and franchise taxes of approximately for the period from July 31, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per common stock, basic and diluted for Class B common stock for the period from July 31, 2020 (inception) through December 31, 2020 is calculated by dividing the net loss of , less net income attributable to Class A common stock of , resulting in a net loss of $ , by the weighted average number of Class B common stock outstanding for the period. |
Income Taxes | 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 December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of restatement of balance sheet, statement of operations and cash flow statement | The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 177,701,799 $ — $ 177,701,799 Liabilities and stockholders’ equity Total current liabilities $ 450,554 $ — $ 450,554 Deferred underwriting commissions 6,900,000 — 6,900,000 Derivative warrant liabilities — 15,871,750 15,871,750 Total liabilities 7,350,554 15,871,750 23,222,304 Class A common stock, $0.0001 par value; shares subject to possible redemption 165,351,241 (15,871,750 ) 149,479,491 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 104 156 260 Class B common stock - $0.0001 par value 431 — 431 Additional paid-in-capital 5,191,654 2,766,194 7,957,848 Accumulated deficit (192,185 ) (2,766,349 ) (2,958,534 ) Total stockholders’ equity 5,000,004 1 5,000,005 Total liabilities and stockholders’ equity $ 177,701,799 $ 1 $ 177,701,800 Period From July 31, 2020 (Inception) Through December 31, 2020 As Previously Restatement Adjustment As Restated Statement of Operations Loss from operations $ (192,510 ) $ — $ (192,510 ) Other (expense) income: Interest income on investments held in Trust Account 325 — 325 Financing costs - derivative warrant liabilities — (410,849 ) (410,849 ) Change in fair value of derivative warrant liabilities — (2,355,500 ) (2,355,500 ) Total other (expense) income 325 (2,766,349 ) (2,766,024 ) Net loss $ (192,185 ) $ (2,766,349 ) $ (2,958,534 ) Basic and Diluted weighted-average Class A common shares outstanding 17,250,000 — 17,250,000 Basic and Diluted net income per Class A common share $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 3,817,819 — 3,817,819 Basic and Diluted net loss per Class B common share $ (0.05 ) $ (0.72 ) $ (0.77 ) Period From July 31, 2020 (Inception) Through As Previously Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (192,185 ) $ (2,766,349 ) $ (2,958,534 ) Adjustment to reconcile net loss to net cash used in operating activities (345,426 ) — (345,426 ) Change in fair value of derivative warrant liabilitie s — 2,355,500 2,355,500 Financing costs - derivative warrant liabilities — 410,849 410,849 Net cash used in operating activities (537,611 ) — (537,611 ) Net cash used in investing activities (175,950,000 ) — (175,950,000 ) Net cash provided by financing activities 177,729,837 — 177,729,837 Net change in cash $ 1,242,226 $ — $ 1,242,226 As of December 15, 2020 As Previously Restatement Adjustment As Restated Balance Sheet Total assets $ 178,262,938 $ — $ 178,262,938 Liabilities and stockholders’ equity Total current liabilities $ 919,531 $ — $ 919,531 Deferred underwriting commissions 6,900,000 — 6,900,000 Derivative warrant liabilities — 13,516,250 13,516,250 Total liabilities 7,819,531 13,516,250 21,335,781 Class A common stock, $0.0001 par value; shares subject to possible redemption 165,443,398 (13,516,250 ) 151,927,148 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 103 132 235 Class B common stock - $0.0001 par value 431 — 431 Additional paid-in-capital 5,099,498 410,717 5,510,215 Accumulated deficit (100,023 ) (410,849 ) (510,872 ) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 178,262,938 $ — $ 178,262,938 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value, measured on recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Significant Significant Assets: Investments held in Trust Account $ 172,500,000 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 15,871,750 |
Summary of quantitative information regarding fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 15, 2020 As of December 31, 2020 Public and Private Public and Private Exercise pric e $ 11.50 $ 11.50 Volatility 15.0 % 15.0 % Stock price $ 9.57 $ 9.98 Expected life of t 6.54 6.5 Risk-free rate 0.58 % 0.58 % Dividend yield 0.0 % 0.0 % |
Summary of change in derivative warrant liabilities measured at fair value | The change in the fair value of the derivative warrant liabilities for the period ended December 31, 2020 is summarized as follows: Derivative warrant liabilities at July 31, 2020 (inception) $ — Issuance of Public and Private Warrants 13,516,250 Change in fair value of derivative warrant liabilities 2,355,500 Derivative warrant liabilities at December 31, 2020 $ 15,871,750 |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ — State — Deferred Federal (40,359 ) State — Valuation allowance 40,359 Income tax provision $ — |
Schedule of deferred tax assets and liabilities | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss carryover $ 17,537 Start-up/Organization 22,822 Total deferred tax assets 40,359 Valuation allowance (40,359 ) Deferred tax asset, net of allowance $ — |
Schedule of effective income tax rate reconciliation | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Financing cost - derivative warrant liabilities (16.72 ) % Change in fair value of derivative warrant liabilities (2.92 ) % Change in Valuation Allowance (1.4 )% Income Taxes Benefit 0.0 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Aug. 11, 2020 |
Shares issued during period new issues | 17,250,000 | ||
Share price | $ 10.20 | ||
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 | |
Proceeds from issuance of common stock | $ 176,000,000 | ||
Investment maturity period | 185 days | ||
Share redemption price per share | $ 10.20 | ||
Cash | $ 1,242,226 | ||
Working capital deficit | 1,400,000 | ||
Issuance of common stock to sponsor | $ 25,000 | ||
Offering costs | $ 9,200,000 | ||
Threshold percentage on fair market value of net assets held In trust account for business combination | 80.00% | ||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | ||
Net tangible assets required for business combination | $ 5,000,001 | ||
Threshold number of days allowed to consummate business combination | 18 months | ||
Minimum interest on trust deposits eligible to pay dissolution expenses | $ 100,000 | ||
Deferred underwriting expense | 6,900,000 | ||
Underwriting commission reimbursement | $ 1,700,000 | ||
Franchise tax payable | 83,836 | ||
Private Placement Warrant [Member] | |||
Warrants issued during the period | 7,175,000 | ||
Warrants issued price per warrant | $ 1 | ||
Proceeds from issuance of warrants | $ 7,200,000 | ||
Sponsor [Member] | |||
Issuance of common stock to sponsor | $ 25,000 | ||
Debt face amount | $ 400,000 | ||
IPO [Member] | |||
Shares issued during period new issues | 17,250,000 | ||
Share price | $ 10 | ||
Maximum percentage of shares redeemed without prior consent from company | 15.00% | ||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | ||
Over-Allotment Option [Member] | |||
Shares issued during period new issues | 2,250,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Restatement of Balance Sheet ,Statement of Operations and Cash Flow Statement (Detail) - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Dec. 15, 2020 | Jul. 31, 2020 | |
Balance Sheet | |||
Total Assets | $ 177,701,799 | ||
Liabilities and stockholders' equity | |||
Total current liabilities | 450,554 | ||
Deferred underwriting commissions | 6,900,000 | ||
Derivative warrant liabilities | 15,871,750 | ||
Total Liabilities | 23,222,304 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 149,479,490 | ||
Stockholders' equity: | |||
Preferred stock - $0.0001 par value | |||
Additional paid-in capital | 7,957,848 | ||
Accumulated deficit | (2,958,534) | ||
Total stockholders' equity | 5,000,005 | ||
Total Liabilities and Stockholders' Equity | 177,701,799 | ||
Statement of Operations | |||
Loss from operations | (192,510) | ||
Other (expense) income: | |||
Interest income on investments held in Trust Account | 325 | ||
Financing costs - derivative warrant liabilities | (410,849) | ||
Change in fair value of derivative warrant liabilities | (2,355,500) | ||
Net loss | (2,958,534) | ||
Statement of Cash Flows | |||
Net loss | (2,958,534) | ||
Change in fair value of derivative warrant liabilities | 2,355,500 | ||
Financing costs - derivative warrant liabilities | 410,849 | ||
Net cash used in operating activities | (537,611) | ||
Net cash used in investing activities | (175,950,000) | ||
Net cash provided by financing activities | 177,729,837 | ||
Net change in cash | 1,242,226 | ||
Common Class A [Member] | |||
Stockholders' equity: | |||
Common stock | 260 | ||
Total stockholders' equity | 260 | ||
Other (expense) income: | |||
Net loss | $ 0 | ||
Weighted average shares outstanding | 17,250,000 | ||
Basic and diluted net loss per share | |||
Statement of Cash Flows | |||
Net loss | $ 0 | ||
Common Class B [Member] | |||
Stockholders' equity: | |||
Common stock | 431 | ||
Total stockholders' equity | 431 | ||
Other (expense) income: | |||
Net loss | $ 2,959,000 | ||
Weighted average shares outstanding | 3,817,819 | ||
Basic and diluted net loss per share | $ (0.77) | ||
Statement of Cash Flows | |||
Net loss | $ 2,959,000 | ||
Previously Reported [Member] | |||
Balance Sheet | |||
Total Assets | 177,701,799 | $ 178,262,938 | |
Liabilities and stockholders' equity | |||
Total current liabilities | 450,554 | 919,531 | |
Deferred underwriting commissions | 6,900,000 | 6,900,000 | |
Derivative warrant liabilities | 0 | 0 | |
Total Liabilities | 7,350,554 | 7,819,531 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 165,351,241 | 165,443,398 | |
Stockholders' equity: | |||
Preferred stock - $0.0001 par value | 0 | 0 | |
Additional paid-in capital | 5,191,654 | 5,099,498 | |
Accumulated deficit | (192,185) | (100,023) | |
Total stockholders' equity | 5,000,004 | 5,000,009 | |
Total Liabilities and Stockholders' Equity | 177,701,799 | 178,262,938 | |
Statement of Operations | |||
Loss from operations | (192,510) | ||
Other (expense) income: | |||
Interest income on investments held in Trust Account | 325 | ||
Financing costs - derivative warrant liabilities | 0 | ||
Change in fair value of derivative warrant liabilities | 0 | ||
Total other (expense) income | 325 | ||
Net loss | (192,185) | ||
Statement of Cash Flows | |||
Net loss | (192,185) | ||
Adjustment to reconcile net loss to net cash used in operating activities | (345,426) | ||
Change in fair value of derivative warrant liabilities | 0 | ||
Financing costs - derivative warrant liabilities | 0 | ||
Net cash used in operating activities | (537,611) | ||
Net cash used in investing activities | (175,950,000) | ||
Net cash provided by financing activities | 177,729,837 | ||
Net change in cash | 1,242,226 | ||
Previously Reported [Member] | Common Class A [Member] | |||
Stockholders' equity: | |||
Common stock | $ 104 | 103 | |
Other (expense) income: | |||
Weighted average shares outstanding | 17,250,000 | ||
Basic and diluted net loss per share | $ 0 | ||
Previously Reported [Member] | Common Class B [Member] | |||
Stockholders' equity: | |||
Common stock | $ 431 | 431 | |
Other (expense) income: | |||
Weighted average shares outstanding | 3,817,819 | ||
Basic and diluted net loss per share | $ (0.05) | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Balance Sheet | |||
Total Assets | $ 0 | 0 | |
Liabilities and stockholders' equity | |||
Total current liabilities | 0 | 0 | |
Deferred underwriting commissions | 0 | 0 | |
Derivative warrant liabilities | 15,871,750 | 13,516,250 | |
Total Liabilities | 15,871,750 | 13,516,250 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | (15,871,750) | (13,516,250) | |
Stockholders' equity: | |||
Preferred stock - $0.0001 par value | 0 | 0 | |
Additional paid-in capital | 2,766,194 | 410,717 | |
Accumulated deficit | (2,766,349) | (410,849) | |
Total stockholders' equity | 1 | 0 | |
Total Liabilities and Stockholders' Equity | 1 | 0 | |
Statement of Operations | |||
Loss from operations | 0 | ||
Other (expense) income: | |||
Interest income on investments held in Trust Account | 0 | ||
Financing costs - derivative warrant liabilities | (410,849) | ||
Change in fair value of derivative warrant liabilities | (2,355,500) | ||
Total other (expense) income | (2,766,349) | ||
Net loss | (2,766,349) | ||
Statement of Cash Flows | |||
Net loss | (2,766,349) | ||
Adjustment to reconcile net loss to net cash used in operating activities | 0 | ||
Change in fair value of derivative warrant liabilities | 2,355,500 | ||
Financing costs - derivative warrant liabilities | 410,849 | ||
Net cash used in operating activities | 0 | ||
Net cash used in investing activities | 0 | ||
Net cash provided by financing activities | 0 | ||
Net change in cash | 0 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class A [Member] | |||
Stockholders' equity: | |||
Common stock | $ 156 | 132 | |
Other (expense) income: | |||
Weighted average shares outstanding | 0 | ||
Basic and diluted net loss per share | $ 0 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class B [Member] | |||
Stockholders' equity: | |||
Common stock | $ 0 | 0 | |
Other (expense) income: | |||
Weighted average shares outstanding | 0 | ||
Basic and diluted net loss per share | $ (0.72) | ||
Restated [Member] | |||
Balance Sheet | |||
Total Assets | $ 177,701,799 | 178,262,938 | |
Liabilities and stockholders' equity | |||
Total current liabilities | 450,554 | 919,531 | |
Deferred underwriting commissions | 6,900,000 | 6,900,000 | |
Derivative warrant liabilities | 15,871,750 | 13,516,250 | |
Total Liabilities | 23,222,304 | 21,335,781 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 149,479,491 | 151,927,148 | |
Stockholders' equity: | |||
Preferred stock - $0.0001 par value | 0 | 0 | |
Additional paid-in capital | 7,957,848 | 5,510,215 | |
Accumulated deficit | (2,958,534) | (510,872) | |
Total stockholders' equity | 5,000,005 | 5,000,009 | |
Total Liabilities and Stockholders' Equity | 177,701,800 | 178,262,938 | |
Statement of Operations | |||
Loss from operations | (192,510) | ||
Other (expense) income: | |||
Interest income on investments held in Trust Account | 325 | ||
Financing costs - derivative warrant liabilities | (410,849) | ||
Change in fair value of derivative warrant liabilities | (2,355,500) | ||
Total other (expense) income | (2,766,024) | ||
Net loss | (2,958,534) | ||
Statement of Cash Flows | |||
Net loss | (2,958,534) | ||
Adjustment to reconcile net loss to net cash used in operating activities | (345,426) | ||
Change in fair value of derivative warrant liabilities | 2,355,500 | ||
Financing costs - derivative warrant liabilities | 410,849 | ||
Net cash used in operating activities | (537,611) | ||
Net cash used in investing activities | (175,950,000) | ||
Net cash provided by financing activities | 177,729,837 | ||
Net change in cash | 1,242,226 | ||
Restated [Member] | Common Class A [Member] | |||
Stockholders' equity: | |||
Common stock | $ 260 | 235 | |
Other (expense) income: | |||
Weighted average shares outstanding | 17,250,000 | ||
Basic and diluted net loss per share | $ 0 | ||
Restated [Member] | Common Class B [Member] | |||
Stockholders' equity: | |||
Common stock | $ 431 | $ 431 | |
Other (expense) income: | |||
Weighted average shares outstanding | 3,817,819 | ||
Basic and diluted net loss per share | $ (0.77) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Restatement of Balance Sheet ,Statement of Operations and Cash Flow Statement (Parenthetical) (Detail) - $ / shares | Dec. 31, 2020 | Dec. 15, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | 0.0001 | 0.0001 |
Temporary equity, par or stated value per share | 0.0001 | 0.0001 |
Common Class B [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Jul. 31, 2020 | |
Federal deposit insurance corporation coverage limit | $ 250,000 | |
Unrecognized tax benefits | 0 | |
Income tax penalties and interest accrued | $ 0 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 15,800,000 | |
Investment income earned on the Trust Account | $ 325 | |
Franchise Tax Income | 325 | |
Net income loss | (2,958,534) | |
Financing costs - derivative warrant liabilities | 410,849 | |
Stockholders' equity | $ 5,000,005 | |
Common Class A [Member] | ||
Common shares subject to redemption | 14,654,852 | |
Net income loss | $ 0 | |
Stockholders' equity | $ 260 | |
Common Class B [Member] | ||
Common shares subject to redemption | ||
Net income loss | $ 2,959,000 | |
Stockholders' equity | 431 | |
IPO [Member] | ||
Financing costs - derivative warrant liabilities | 400,000 | |
Stockholders' equity | $ 8,700,000 | |
IPO [Member] | Public Warrants [Member] | ||
Class of warrant or right,issued during the period | 8,625,000 | |
IPO [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right,issued during the period | 7,175,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 |
Shares issued during period new issues | 17,250,000 | |
Share price | $ 10.20 | |
Proceeds from initial public offering | $ 172,500,000 | $ 172,500,000 |
Offering costs | 9,200,000 | |
Deferred underwriting expense | 6,900,000 | |
Underwriting commission reimbursement | $ 1,700,000 | |
Public Warrant [Member] | ||
Description of class of warrant or right | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant | |
Exercise price of warrants | $ 11.50 | |
Anchor Investors [Member] | ||
Shares issued during period new issues | 4,944,550 | |
IPO [Member] | ||
Shares issued during period new issues | 17,250,000 | |
Share price | $ 10 | |
Over-Allotment Option [Member] | ||
Shares issued during period new issues | 2,250,000 | |
Common Class A [Member] | ||
Shares issued during period new issues | 17,250,000 | |
Number of securities called by each warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Dec. 15, 2020 | Aug. 13, 2020 | Aug. 11, 2020 | Dec. 31, 2020 | Oct. 27, 2020 |
Related Party Transaction [Line Items] | ||||||
Share price | $ 10.20 | |||||
Issuance of common stock to sponsor | $ 25,000 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt face amount | $ 1,500,000 | $ 1,500,000 | ||||
Debt instrument, convertible conversion price | $ 1 | $ 1 | ||||
Notes payable, related parties | $ 20,000 | $ 20,000 | ||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | ||||
Common stock, shares outstanding | 4,312,500 | 4,312,500 | ||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Issuance of common stock to sponsor | $ 431 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 2,595,148 | 2,595,148 | ||||
Common stock, shares outstanding | 2,595,148 | 2,595,148 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Issuance of common stock to sponsor | ||||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt face amount | $ 400,000 | |||||
Issuance of common stock to sponsor | $ 25,000 | |||||
Sponsor [Member] | Shares Subject to Forfeiture [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 562,500 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 4,312,500 | |||||
Common stock, shares outstanding | 562,500 | 4,312,500 | ||||
Shares surrendered during the period | 718,750 | |||||
Percentage of founder shares to common stock outstanding after IPO | 20.00% | |||||
Sponsor [Member] | Founder Shares [Member] | Independent Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred during the period | 25,000 | |||||
Sponsor [Member] | Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt face amount | $ 400,000 | |||||
Proceeds from related party debt | $ 400,000 | |||||
Sponsor [Member] | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued during the period | 7,175,000 | |||||
Warrants issued price per warrant | $ 1 | |||||
Proceeds from issuance of warrants | $ 7,200,000 | |||||
Exercise price of warrants | $ 11.50 | |||||
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amounts of transaction | $ 25,000 | |||||
Common stock, shares subscribed | 5,031,250 | |||||
Common stock, par value | $ 0.0001 | |||||
Issuance of common stock to sponsor | $ 25,000 | |||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | $ 12 | ||||
Common stock, transfers, threshold trading days | 20 days | |||||
Common stock transfers restriction on number of days from the date of business combination | 150 days | |||||
Common stock, transfers, threshold consecutive trading days | 30 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 15, 2020 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting fee payable | $ 6,900,000 | |
Percentage of underwriting expense | 1.00% | |
Underwriting commission reimbursement | $ 1,700,000 | |
Advisory services fee | $ 10,000 | |
Deferred success cost | $ 50,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Under writing discount per unit | $ 0.20 | |
IPO [Member] | Underwriting Expense [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Payments of stock issuance costs | $ 3,450,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting commission per unit | $ 0.40 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 5 Months Ended | |
Dec. 31, 2020 | Dec. 15, 2020 | |
Share price | $ 10.20 | |
Event Triggering the Value of Warrants [Member] | ||
Volume weighted average share price | $ 9.20 | |
Number of consecutive trading days for determining share price | 20 days | |
Public Warrants [Member] | ||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Class of warrant, exercise price | $ 11.50 | |
Class of warrants or rights term | 5 years | |
Class of warrant or right outstanding | 8,625,000 | |
Private Placement Warrants [Member] | ||
Class of warrant or right outstanding | 7,175,000 | |
Common Class A [Member] | ||
Percentage of gross proceeds from share issue for the purposes of business combination | 50.00% | |
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Common Class A [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member] | ||
Share price | $ 0.10 | |
Percentage of warrants exercised on cashless basis | 30.00% | |
Common Class A [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member] | ||
Share price | $ 18 | |
Common Class A [Member] | Event Triggering the Value of Warrants [Member] | ||
Share price | $ 9.20 | |
Class of warrant or right adjustment to exercise price percentage. | 115.00% | |
Common Class A [Member] | Public Warrants [Member] | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption | 10 days | |
Class of warrants or rights number of shares called by each warrant or right | 0.361 | |
Common Class A [Member] | Public Warrants [Member] | Share Price Equals or Exceeds $10.00 Per Share [Member] | ||
Share price | $ 10 | |
Common Class A [Member] | Public Warrants [Member] | Share Price Equals or Exceeds $18.00 Per Share [Member] | ||
Share price | 18 | |
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price One [Member] | ||
Share price that triggers warrant redemption | $ 10 | |
Share price that triggers warrant redemption percentage | 100.00% | |
Class of warrant or right, redemption price | $ 0.10 | |
Number of days of notice to be given for the redemption of warrants | 30 days | |
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price Two [Member] | ||
Share price that triggers warrant redemption | $ 18 | |
Share price that triggers warrant redemption percentage | 180.00% | |
Class of warrant or right, redemption price | $ 0.01 | |
Number of days of notice to be given for the redemption of warrants | 30 days | |
Warrant instrument redemption threshold consecutive trading days | 20 days | |
Warrant instrument redemption threshold trading days | 30 days | |
Period during which registration statement shall be effective for warrant redemption | 30 days |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 5 Months Ended | |
Dec. 31, 2020 | Dec. 15, 2020 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares outstanding | 0 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 2,595,148 | |
Common stock, shares outstanding | 2,595,148 | |
Common stock, threshold percentage on conversion of shares | 20.00% | |
Common shares subject to redemption | 14,654,852 | |
Common stock shares outstanding subject to possible redemption | 17,250,000 | |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | |
Common stock, shares issued | 4,312,500 | |
Common stock, shares outstanding | 4,312,500 | |
Common shares subject to redemption |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Fair Value, Measured On Recurring Basis (Detail) | Dec. 31, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Asset: | |
Investments held in Trust Account | $ 172,500,000 |
Liabilities: | |
Derivative warrant liabilities | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Asset: | |
Investments held in Trust Account | 0 |
Liabilities: | |
Derivative warrant liabilities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Asset: | |
Investments held in Trust Account | 0 |
Liabilities: | |
Derivative warrant liabilities | $ 15,871,750 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares | Dec. 15, 2020 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Volatility | 15.00% | 15.00% |
Stock price | $ 9.57 | $ 9.98 |
Expected life of the options to convert | 6 years 6 months 14 days | 6 years 6 months |
Risk-free rate | 0.58% | 0.58% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Change in Derivative Warrant Liabilities Measured At Fair Value (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of derivative warrant liabilities | $ 2,355,500 |
Derivative warrant liabilities, Ending balance | 15,871,750 |
Derivative Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities, Beginning balance | 0 |
Issuance of Public and Private Warrants | 13,516,250 |
Change in fair value of derivative warrant liabilities | 2,355,500 |
Derivative warrant liabilities, Ending balance | $ 15,871,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value assets transfers | $ 0 |
Income Taxes - Schedule Of Comp
Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (40,359) |
State | 0 |
Valuation allowance | 40,359 |
Income tax provision | $ 0 |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Detail) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Net operating loss carryover | $ 17,537 |
Start-up/Organization costs | 22,822 |
Total deferred tax assets | 40,359 |
Valuation allowance | (40,359) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Unrecognised tax benefit of accrued interest and penalties | $ 0 |
Income Taxes - Schedule Of Effe
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail) | 5 Months Ended |
Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Financing cost - derivative warrant liabilities | (16.72%) |
Change in fair value of derivative warrant liabilities | (2.92%) |
Change in Valuation Allowance | (1.40%) |
Income Taxes Benefit | 0.00% |