Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Entity Listings [Line Items] | ||
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | EVgo Inc. | |
Entity Central Index Key | 0001821159 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | false | |
Entity File Number | 001-39572 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2326098 | |
Entity Address, Address Line One | 11835 West Olympic Boulevard, Suite 900E | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90064 | |
City Area Code | 877 | |
Local Phone Number | 494-3833 | |
Entity Information, Former Legal or Registered Name | CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORPORATION | |
Title of 12(b) Security | Shares of Class A common stock, $0.0001 par value | |
Trading Symbol | EVGO | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 68,736,770 | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 195,800,000 | |
Public Warrant [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | EVGOW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 264,262,731 | $ 990,249 |
Prepaid expenses | 209,510 | 261,496 |
Total current assets | 264,472,241 | 1,251,745 |
Investments held in Trust Account | 230,009,180 | 230,003,380 |
Total Assets | 494,481,421 | 231,255,125 |
Current liabilities | ||
Accrued expenses | 5,904,054 | 723,277 |
Accrued offering costs | 0 | 25,000 |
Note payable - EVgo Holdings, LLC | 280,000 | 0 |
Total current liabilities | 6,184,054 | 748,277 |
Warrant liability | 83,262,182 | 32,844,000 |
PIPE Investment | 264,092,960 | 0 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total Liabilities | 361,589,196 | 41,642,277 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 76,021,428 | 19,301,375 |
Accumulated deficit | (71,023,019) | (14,302,396) |
Total Stockholders' Equity | 5,000,005 | 5,000,008 |
Total Liabilities and Stockholders' Equity | 494,481,421 | 231,255,125 |
Class A Common Stock [Member] | ||
Current liabilities | ||
Class A common stock subject to possible redemption, 12,817,222 and 18,461,284 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | 127,892,220 | 184,612,840 |
Stockholders' Equity | ||
Common stock | 1,021 | 454 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | $ 575 | $ 575 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Class A common stock subject to possible redemption (in shares) | 12,789,222 | 18,461,284 |
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 10,182,778 | 4,538,716 |
Common stock, shares outstanding (in shares) | 10,182,778 | 4,538,716 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 5,750,000 | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Statement of Operations [Abstract] | ||
Operating and formation costs | $ 4,393,929 | $ 6,308,379 |
Loss from operations | (4,393,929) | (6,308,379) |
Other income (expense): | ||
Interest income - bank | 123 | 138 |
Interest earned on investments held in Trust Account | 2,343 | 5,800 |
Change in fair value of warrant liability | (21,407,182) | (50,418,182) |
Other expense, net | (21,404,716) | (50,412,244) |
Loss before income taxes | (25,798,645) | (56,720,623) |
Benefit (provision) for income taxes | 0 | 0 |
Net loss | $ (25,798,645) | $ (56,720,623) |
Class A Common Stock [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic and diluted | 23,000,000 | 23,000,000 |
Basic and diluted income per share | $ 0 | $ 0 |
Class B Common Stock [Member] | ||
Other income (expense): | ||
Net loss | $ (25,798,645) | $ (56,720,623) |
Weighted average shares outstanding, basic and diluted | 5,750,000 | 5,750,000 |
Basic and diluted income per share | $ (4.49) | $ (9.86) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class B Common Stock [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 454 | $ 575 | $ 19,301,375 | $ (14,302,396) | $ 5,000,008 | |
Beginning balance (in shares) at Dec. 31, 2020 | 4,538,716 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in value of Class A Common Stock subject to redemption | $ 309 | $ 0 | 30,921,671 | 0 | 30,921,980 | |
Change in value of Class A Common Stock subject to redemption (in shares) | 3,092,198 | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (30,921,978) | (30,921,978) | |
Ending balance at Mar. 31, 2021 | $ 763 | $ 575 | 50,223,046 | (45,224,374) | 5,000,010 | |
Ending balance (in shares) at Mar. 31, 2021 | 7,630,914 | 5,750,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 454 | $ 575 | 19,301,375 | (14,302,396) | 5,000,008 | |
Beginning balance (in shares) at Dec. 31, 2020 | 4,538,716 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (56,720,623) | (56,720,623) | ||||
Ending balance at Jun. 30, 2021 | $ 1,021 | $ 575 | 76,021,428 | (71,023,019) | 5,000,005 | |
Ending balance (in shares) at Jun. 30, 2021 | 10,210,778 | 5,750,000 | ||||
Beginning balance at Mar. 31, 2021 | $ 763 | $ 575 | 50,223,046 | (45,224,374) | 5,000,010 | |
Beginning balance (in shares) at Mar. 31, 2021 | 7,630,914 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in value of Class A Common Stock subject to redemption | $ 258 | $ 0 | 25,798,382 | 0 | 25,798,640 | |
Change in value of Class A Common Stock subject to redemption (in shares) | 2,579,864 | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (25,798,645) | $ (25,798,645) | (25,798,645) |
Ending balance at Jun. 30, 2021 | $ 1,021 | $ 575 | $ 76,021,428 | $ (71,023,019) | $ 5,000,005 | |
Ending balance (in shares) at Jun. 30, 2021 | 10,210,778 | 5,750,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (25,798,645) | $ (56,720,623) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (2,343) | (5,800) |
Change in fair value of warrant liability | 50,418,182 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 51,986 | |
Accrued expenses | 5,180,777 | |
Net cash used in operating activities | (1,075,478) | |
Cash Flows from Financing Activities: | ||
Proceeds from PIPE Investment | 264,092,960 | |
Proceeds from note payable - EVgo Holdings, LLC | 280,000 | |
Payment of offering costs | (25,000) | |
Net cash provided by financing activities | 264,347,960 | |
Net Change in Cash | 263,272,482 | |
Cash - Beginning of period | 990,249 | |
Cash - End of period | $ 264,262,731 | 264,262,731 |
Non-cash financing activities: | ||
Change in value of Class A common stock subject to possible redemption | $ (56,720,620) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | EVGO INC. (F/K/A CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORPORATION) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS EVgo Inc. (the “Company”) was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation.” The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). As of June 30, 2021, the Company had one subsidiary, CRIS Thunder Merger LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on January 12, 2021 (“SPAC Sub”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 4, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for an Initial Business Combination, and activities in connection with the proposed acquisition of EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), which closed on July 1, 2021. The Company has not generated any operating revenues prior to the completion of the Business Combination. The Company generated non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020 and the Company signed an agreement with a syndicate of underwriters to issue 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. On October 2, 2020 the Company completed the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of the Private Placement Warrants at $1.00 per Private Placement Warrant in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,600,000, which is described in Note 4. Following the closing of the Initial Public Offering on October 2, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The funds in the Trust Account were invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (less $100,000 of interest to pay dissolution expenses). Substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were intended to be applied generally toward consummating an Initial Business Combination, and the Company’s management had broad discretion to identify targets for such a potential Initial Business Combination and over the specific application of the funds held in the Trust Account if and when such funds are properly released from the Trust Account. The Company provided the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination in connection with a stockholder meeting called to approve an Initial Business Combination. The Business Combination Agreement and the Business Combination were approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on June 29, 2021 (the “Special Meeting”). On July 1, 2021, the parties to the Business Combination Agreement consummated the Transactions (as defined herein). At the Special Meeting, holders of 13,230 shares of the Company’s Class A Common Stock, sold in its initial public offering, exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $132,300. The per share redemption price of $10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the redemption, had a balance immediately prior to the Closing of approximately $230.0 million. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of all 5,750,000 outstanding founder shares into shares of Class A common stock on a one-for-one basis and the issuance of an additional 40,000,000 shares of Class A common stock in the PIPE as described below), there were 264,536,770 shares of Common Stock, including 68,736,770 shares of Class A common stock and 195,800,000 shares of Class B common stock, issued and outstanding and warrants, to purchase 18,099,988 shares of Class A common stock of the Company’s issued and outstanding. Business Combination & Related PIPE On January 21, 2021, the Company and SPAC Sub, entered into a business combination agreement (the “Business Combination Agreement”) with Holdings, EVgo HoldCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings ( “HoldCo”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and HoldCo, the “EVgo Parties”). On July 1, 2021 (the “Closing Date”), the Company consummated the Business Combination pursuant to the Business Combination Agreement. Pursuant to the Business Combination Agreement, on July 1, 2021: (i) (ii) (iii) (iv) In connection with the execution of the Business Combination Agreement, on January 21, 2021, the Company entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and the Company agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $400.0 million, in a private placement (the “PIPE”). CRIS PIPE ONE, LLC purchased 500,000 shares of Class A common stock in the PIPE for a total purchase price of $5,000,000. Ms. Comstock, a member of the Company’s board of directors, is an investor in CRIS PIPE ONE, LLC. In addition, the PIMCO private funds or their affiliates purchased 5,000,000 shares of Class A common stock in the PIPE for a total purchase price of $50,000,000. The PIPE Financing was consummated concurrently with the Closing. Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the PIPE Resale Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. Such registration statement was initially filed on July 20, 2021 and declared effective on July 30, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2020 as filed with the SEC on May 3, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for its issued and outstanding warrants (such warrants, as described in Note 8, the “Warrants”) in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the redeemable warrants sold as part of the units in the Company’s IPO (“Public Warrants”) has been estimated using the Public Warrants’ quoted market price at June 30, 2021 and December 31, 2020. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model for initial and subsequent measurements. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s condensed consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,343 $ 5,800 Income and Franchise Tax available to be withdrawn from the Trust Account (2,343) (5,800) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (25,798,645) $ (56,720,623) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (25,798,645) $ (56,720,623) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (4.49) $ (9.86) For the three and six months ended June 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements 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 (unadjusted) 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on October 2, 2020, the Company sold 23,000,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. The PIMCO private funds (an affiliate of the Sponsor) purchased an aggregate of 1,980,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $6,600,000 in the aggregate in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company did not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account would have been used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants would have expired worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 10, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2020, the Sponsor transferred 175,500 Founder Shares to directors, officers and consultants of the Company (together with the Sponsor, the “initial stockholders”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Consulting Arrangements During the period ended June 30, 2021, the Company enlisted the services of several consultants under various arrangements for administrative services, potential target and financial analysis and due diligence services to the Company. The Company in connection with these agreements has been and will continue to make payments of approximately $45,000 per month on an annualized basis to Climate Real Impact Solutions Services LLC, an entity owned by John Cavalier, our former Chief Financial Officer and David Crane, our former Chief Executive Officer and managed by Ms. Frank-Shapiro, our former Chief Operating Officer, for consulting services rendered to the Company. Such payments ceased upon completion of the Business Combination. These arrangements provided for aggregate monthly fees of approximately $90,000. For the six months ended June 30, 2021 the Company incurred and paid $259,885 in such fees, none |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Stockholder Rights Pursuant to a registration and stockholder rights agreement entered into on September 29, 2020, the holders of the Founder Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by the holders are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear certain expenses incurred in connection with the filing of any such registration statements. In connection with the Closing on July 1, 2021, the Company, the Sponsor and the other initial stockholders terminated the existing registration rights agreement and entered into the Registration Rights Agreement with EVgo Holdings, LLC (together with the Sponsor, the other initial stockholders and any person or entity who becomes a party to the Registration Rights Agreement, the “Holders”) that grant certain resale registration rights with respect to (a) the Private Placement Warrants (including any shares of Class A common stock issued or issuable upon the exercise of any Private Placement Warrants), (b) shares of Common Stock issued or issuable upon conversion of any founder shares, (c) any outstanding shares of Class A common stock held by a Holder as of the date of the Registration Rights Agreement, (d) any shares of Class A common stock issued or issuable upon exchange of OpCo Units and shares of Class B common stock held by a Holder as of the date of the Registration Rights Agreement, and (e) any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”), subject to the terms and conditions set forth in the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company will file with the SEC within 15 business days after the Closing a registration statement registering the resale of the Registrable Securities permitted to be registered for resale from time to time pursuant to the applicable rules and regulations under the Securities Act. The Company will use its reasonable best efforts to cause the registration statement to become effective and remain effective, in accordance with the Registration Rights Agreement. Additionally, the Company agreed that, as soon as reasonably practicable after the Company is eligible to register the Holders’ securities on a registration statement on Form S-3, the Company will file a new registration statement with the SEC (at the Company’s sole cost and expense) and the Company will use its reasonable best efforts to cause such new registration statement to become effective and remain effective, in accordance with the Registration Rights Agreement. The Registration Rights Agreement also provides the Holders with certain customary demand and piggyback registration rights. Such registration statement was initially filed on July 20, 2021 and declared effective on July 30, 2021. Deferred Underwriting Fee The underwriters were entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee was paid to the underwriters from the amounts held in the Trust Account at the closing of the Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units. Note Payable – EVgo Holdings, LLC On March 31, 2021, CRIS issued the Holdings Promissory Note, pursuant to which CRIS borrowed $280,000 from Holdings in order to pay certain transaction expenses associated with the Business Combination. The Holdings Promissory Note bears interest at a rate of 0.12% compounded annually and is payable on the consummation of the Business Combination. If the Business Combination was not consummated, fifty percent (50%) of the principal balance of the Holdings Promissory Note would have been forgiven and the remaining fifty percent (50%) of the principal balance would have been repaid (i) immediately upon consummation of a separate business combination or (ii) to the extent that CRIS has funds available to it that are (a) in excess of budgeted expenses and obligations to trade creditors in the ordinary course of business and (b) outside of its Trust Account, in each case, no later than April 2, 2023. As of June 30, 2021, there was a $280,000 outstanding balance under the Holdings Promissory Note. As of July 1, 2021, as a result of the closing of the Business Combination, this note is a related party note. The balance was subsequently repaid in connection with the Business Combination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock issued outstanding Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Business Combination on a one-for-one basis. |
WARRANT LIABILITY
WARRANT LIABILITY | 6 Months Ended |
Jun. 30, 2021 | |
WARRANT LIABILITY [Abstract] | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than fifteen Redemption of Warrants when the price per 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 to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A common stock equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. As of June 30, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $230,009,180 and $230,003,380, respectively, held in money market funds which are invested primarily in U.S. Treasury Securities. Through June 30, 2021, the Company did not withdraw any interest earned on the Trust Account to pay for its franchise and income tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, December 31, Description Level 2021 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 230,009,180 $ 230,003,380 Liabilities: Warrant Liability – Public Warrants 1 $ 46,918,850 $ 20,700,000 Warrant Liability – Private Warrants 3 $ 36,343,332 $ 12,144,000 The Warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date (10%) was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model for the warrants were as follows: June 30, 2021 Input Stock Price $ 15.02 Risk-free interest rate 0.87 % Expected term (years) 0.01 Expected volatility 12 % Exercise price $ 11.50 Probability of transaction 100 % Fair value of Units $ 5.51 The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value as of December 31, 2020 $ 12,144,000 Change in valuation inputs or other assumptions 24,199,332 Fair value as of June 30, 2021 $ 36,343,332 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and six months ended June 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than the closing of the Business Combination on July 1, 2021 described in Note 1 above, based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2020 as filed with the SEC on May 3, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering. Offering costs amounting to $13,161,756 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Warrant Liability | Warrant Liability The Company accounts for its issued and outstanding warrants (such warrants, as described in Note 8, the “Warrants”) in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the redeemable warrants sold as part of the units in the Company’s IPO (“Public Warrants”) has been estimated using the Public Warrants’ quoted market price at June 30, 2021 and December 31, 2020. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model for initial and subsequent measurements. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s condensed consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,343 $ 5,800 Income and Franchise Tax available to be withdrawn from the Trust Account (2,343) (5,800) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (25,798,645) $ (56,720,623) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (25,798,645) $ (56,720,623) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (4.49) $ (9.86) For the three and six months ended June 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements 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 (unadjusted) 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. |
Derivatives Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,343 $ 5,800 Income and Franchise Tax available to be withdrawn from the Trust Account (2,343) (5,800) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — $ — Non-Redeemable Class B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (25,798,645) $ (56,720,623) Less: Redeemable Net Earnings — — Non-Redeemable Net Loss $ (25,798,645) $ (56,720,623) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,750,000 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (4.49) $ (9.86) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets Measured on Recurring Basis | June 30, December 31, Description Level 2021 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 230,009,180 $ 230,003,380 Liabilities: Warrant Liability – Public Warrants 1 $ 46,918,850 $ 20,700,000 Warrant Liability – Private Warrants 3 $ 36,343,332 $ 12,144,000 |
Changes in Fair Value of Warrant Liabilities | Private Placement Fair value as of December 31, 2020 $ 12,144,000 Change in valuation inputs or other assumptions 24,199,332 Fair value as of June 30, 2021 $ 36,343,332 |
Key Inputs into the Monte Carlo Simulation Model for Warrants | The key inputs into the Monte Carlo simulation model for the warrants were as follows: June 30, 2021 Input Stock Price $ 15.02 Risk-free interest rate 0.87 % Expected term (years) 0.01 Expected volatility 12 % Exercise price $ 11.50 Probability of transaction 100 % Fair value of Units $ 5.51 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jul. 01, 2021shares | Jun. 29, 2021USD ($)$ / sharesshares | Jan. 21, 2021USD ($)shares | Oct. 02, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)subsidiary$ / shares | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($)itemsubsidiary$ / shares | Dec. 31, 2020USD ($) |
Proceeds from Issuance of Equity [Abstract] | ||||||||
Number of subsidiaries | subsidiary | 1 | 1 | ||||||
Transaction costs | $ 13,161,756 | |||||||
Deferred underwriting fees | $ 8,050,000 | $ 8,050,000 | ||||||
Net proceeds deposited into trust account | 230,009,180 | $ 230,009,180 | $ 230,003,380 | |||||
Number of operating businesses included in initial Business Combination | item | 1 | |||||||
Redemption value | (25,798,640) | $ (30,921,980) | ||||||
PIPE Investors [Member] | Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Shares issued (in shares) | shares | 264,536,770 | |||||||
Class A Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Conversion of stock | shares | 5,750,000 | |||||||
Conversion ratio | shares | 1 | |||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Redemption value | (258) | (309) | ||||||
Class A Common Stock [Member] | PIPE Investors [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Aggregate price | $ 400,000,000 | |||||||
Shares issued (in shares) | shares | 68,736,770 | 40,000,000 | ||||||
Shares purchased (in shares) | shares | 18,099,988 | |||||||
Class B Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Shares issued (in shares) | shares | 195,800,000 | |||||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Redemption value | 0 | $ 0 | ||||||
Class B Common Stock [Member] | PIPE Investors [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Shares issued (in shares) | shares | 195,800,000 | |||||||
Maximum [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000,000 | $ 100,000,000 | ||||||
Private Placement Warrants [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||||
Warrants issued (in shares) | shares | 6,600,000 | |||||||
Gross proceeds from issuance of warrants | $ 6,600,000 | |||||||
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Initial Public Offering [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Gross proceeds from initial public offering | $ 230,000,000 | |||||||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ / shares | $ 10 | |||||||
Redemption price (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate price | $ 132,300 | |||||||
Redemption value | $ 230,000,000 | |||||||
Initial Public Offering [Member] | Public Shares [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Units issued (in shares) | shares | 23,000,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Shares issued (in shares) | shares | 13,230 | |||||||
Over-Allotment Option [Member] | Public Shares [Member] | ||||||||
Proceeds from Issuance of Equity [Abstract] | ||||||||
Units issued (in shares) | shares | 3,000,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Pending Business Combination & Related PIPE (Details) - USD ($) | Jul. 01, 2021 | Jan. 21, 2021 | Oct. 02, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Combinations [Abstract] | |||||
Maximum number of calendar days company agreed to file | 30 days | ||||
OpCo | |||||
Business Combinations [Abstract] | |||||
Units issued (in shares) | 195,800,000 | ||||
Class A Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class B Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Number of shares purchased (in shares) | 195,800,000 | ||||
PIPE Investors [Member] | Class A Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Number of shares purchased (in shares) | 68,736,770 | 40,000,000 | |||
Purchase price (in dollars per share) | $ 10 | ||||
Aggregate purchase price | $ 400,000,000 | ||||
PIPE Investors [Member] | Class B Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Number of shares purchased (in shares) | 195,800,000 | ||||
CRIS PIPE ONE LLC [Member] | Class A Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Number of shares purchased (in shares) | 500,000 | ||||
Aggregate purchase price | $ 5,000,000 | ||||
PIMCO [Member] | |||||
Business Combinations [Abstract] | |||||
Units issued (in shares) | 1,980,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
PIMCO [Member] | Class A Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Number of shares purchased (in shares) | 5,000,000 | ||||
Aggregate purchase price | $ 50,000,000 | ||||
Subsequent Event [Member] | Class B Common Stock [Member] | |||||
Business Combinations [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 02, 2020 |
Offering Costs [Abstract] | |||
Offering Costs | $ 13,161,756 | ||
Income Taxes [Abstract] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | 0 | $ 0 | |
Federal Depositary Insurance Coverage | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Basic and Diluted Net Income (Loss) Per Common Share) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Net Income minus Redeemable Net Earnings [Abstract] | |||
Net loss | $ (25,798,645) | $ (30,921,978) | $ (56,720,623) |
Class A Common Stock [Member] | |||
Net Income (Loss) per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,100,000 | ||
Numerator: Net Income minus Redeemable Net Earnings [Abstract] | |||
Interest Income | 2,343 | $ 5,800 | |
Income and Franchise Tax | (2,343) | (5,800) | |
Redeemable Net Earnings | $ 0 | $ 0 | |
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 23,000,000 | 23,000,000 | |
Basic and diluted income per share | $ 0 | $ 0 | |
Class B Common Stock [Member] | |||
Numerator: Net Income minus Redeemable Net Earnings [Abstract] | |||
Net loss | $ (25,798,645) | $ (56,720,623) | |
Redeemable Net Earnings | 0 | 0 | |
Non-Redeemable Net Loss | $ (25,798,645) | $ (56,720,623) | |
Denominator: Weighted Average Non-Redeemable Class B Common Stock [Abstract] | |||
Weighted average shares outstanding, basic and diluted | 5,750,000 | 5,750,000 | |
Basic and diluted income per share | $ (4.49) | $ (9.86) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Oct. 02, 2020$ / sharesshares |
PIMCO [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 1,980,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 0.5 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
Initial Public Offering [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 23,000,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Number of securities called by each warrant (in shares) | 1 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 3,000,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($) | Oct. 02, 2020 | Jun. 30, 2021 |
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 6,600,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 6,600,000 | |
Warrants exercise price (in dollars per share) | $ 1 | |
Class A Common Stock [Member] | ||
Private Placement Warrants [Abstract] | ||
Share price (in dollars per share) | $ 11.50 | |
Number of securities called by each warrant (in shares) | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Jul. 01, 2021 | Aug. 10, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Oct. 02, 2020 |
Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 195,800,000 | ||||
Over-Allotment Option [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Number of shares no longer subject to forfeiture (in shares) | 750,000 | ||||
Founder Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Period not to transfer, assign or sell shares | 1 year | ||||
Founder Shares [Member] | Class A Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Number of trading days | 20 days | ||||
Trading day threshold period | 30 days | ||||
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Threshold period after initial Business Combination | 150 days | ||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Ownership interest, as converted percentage | 20.00% | ||||
Founder Shares [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, shares subject to forfeiture (in shares) | 750,000 | ||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 5,750,000 | ||||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 | ||||
Founder Shares [Member] | Directors, Officers and Consultants [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 175,500 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Consulting Arrangements (Details) - Consulting Arrangements [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Monthly payments on consulting services | $ 45,000 |
Monthly fee | 90,000 |
Fees incurred | 259,885 |
Accrued Expenses [Member] | |
Related Party Transactions [Abstract] | |
Fees payable | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Registration and Stockholder Rights (Details) | Jun. 30, 2021individual |
Minimum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Threshold percentage of outstanding registrable securities holder, to make demand | 20.00% |
Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | 2 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Underwriting Fees (Details) - USD ($) | Oct. 02, 2020 | Jun. 30, 2021 |
Underwriting Agreement [Abstract] | ||
Underwriters deferred fee (in dollars per unit) | $ 0.35 | |
Deferred underwriting fees | $ 8,050,000 | |
PIMCO [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 1,980,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Notes payable (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Promissory note, outstanding | $ 280,000 | $ 0 | |
Promissory Note with EVgo Holdings LLC [Member] | |||
Debt Instrument [Line Items] | |||
Promissory note, outstanding | $ 280,000 | $ 280,000 | |
Interest rate (as a percent) | 0.12% | ||
Percentage of principal forgiven | 50.00% | ||
Percentage of principal repaid | 50.00% |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock and Common Stock (Details) | 6 Months Ended | |
Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stock conversion basis at time of business combination | 1 | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per share | one vote | |
Common stock, shares issued (in shares) | 10,182,778 | 4,538,716 |
Common stock, shares outstanding (in shares) | 10,182,778 | 4,538,716 |
Class A common stock subject to possible redemption (in shares) | 12,789,222 | 18,461,284 |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per share | one vote | |
Common stock, shares issued (in shares) | 5,750,000 | 5,750,000 |
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrants [Abstract] | |
Period for warrants to become exercisable upon closing of business combination | 30 days |
Expiration period of warrants | 5 years |
Period for registration statement to become effective | 60 days |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Class of warrant or right, outstanding | shares | 6,600,000 |
Public Warrant [Member] | |
Warrants [Abstract] | |
Class of warrant or right, outstanding | shares | 11,500,000 |
Minimum [Member] | |
Warrants [Abstract] | |
Period for warrants to become exercisable after IPO | 12 months |
Maximum [Member] | |
Warrants [Abstract] | |
Number of days to file registration statement | 15 days |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | |
Warrants [Abstract] | |
Period not to transfer, assign or sell warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 20 days |
Number of trading days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | 10 |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |||
Transfers into Level 3 | $ 0 | $ 0 | |
Transfers out of Level 3 | 0 | 0 | |
Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | 36,343,332 | 36,343,332 | $ 12,144,000 |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |||
Fair value | 12,144,000 | ||
Fair value | $ 36,343,332 | $ 36,343,332 | |
Private Placement Warrants [Member] | Expected Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expected volatility rate | 0.10 | 0.10 | |
Level 3 [Member] | Private Placement Warrants [Member] | |||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |||
Change in valuation inputs or other assumptions | $ 24,199,332 | ||
Recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Investments held in Trust Account | $ 230,009,180 | 230,009,180 | 230,003,380 |
Recurring [Member] | Level 1 [Member] | Public Warrant [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | 46,918,850 | 46,918,850 | 20,700,000 |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |||
Fair value | 20,700,000 | ||
Fair value | 46,918,850 | 46,918,850 | |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liability | 36,343,332 | 36,343,332 | $ 12,144,000 |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |||
Fair value | 12,144,000 | ||
Fair value | $ 36,343,332 | $ 36,343,332 |
FAIR VALUE MEASUREMENTS (Key In
FAIR VALUE MEASUREMENTS (Key Inputs into the Monte Carlo Simulation Model for Warrants) (Details) | Jun. 30, 2021$ / sharesY |
Measurement Input, Share Price [Member] | |
Warrants and Rights Outstanding, Measurement Input | 15.02 |
Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0087 |
Measurement Input, Expected Term [Member] | |
Warrants and Rights Outstanding, Measurement Input | Y | 0.01 |
Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.12 |
Measurement Input, Exercise Price [Member] | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Measurement Input Probability Of Transaction [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1 |
Measurement Input Fair Value Of Units [Member] | |
Warrants and Rights Outstanding, Measurement Input | 5.51 |