Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Live Oak Acquisition Corp. II |
Entity Central Index Key | 0001821769 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 163,168 | $ 1,896,170 |
Prepaid expenses | 256,814 | 113,867 |
Total current assets | 419,982 | 2,010,037 |
Investments held in Trust Account | 253,078,907 | 253,018,241 |
Total Assets | 253,498,889 | 255,028,278 |
Current liabilities: | ||
Accrued expenses | 134,855 | 90,471 |
Accrued offering costs | 0 | 27,981 |
Total current liabilities | 134,855 | 118,452 |
Deferred underwriting fee payable | 8,067,500 | 8,067,500 |
Derivative warrant liabilities | 29,475,001 | 20,436,001 |
Total liabilities | 37,677,356 | 28,621,953 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption | 210,821,530 | 221,406,320 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 19,303,036 | 8,718,352 |
Accumulated deficit | (14,304,088) | (3,719,296) |
Total stockholders' equity | 5,000,003 | 5,000,005 |
Total Liabilities and Stockholders' Equity | 253,498,889 | 255,028,278 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | 422 | 316 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | $ 633 | $ 633 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Common stock subject to possible redemption | 21,082,153 | 22,140,632 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 4,217,847 | 3,159,368 |
Common stock shares outstanding | 4,217,847 | 3,159,368 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 6,325,000 | 6,325,000 |
Common stock shares outstanding | 6,325,000 | 6,325,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
General and administrative expenses | $ 1,330,017 | $ 137,268 | $ 1,610,175 |
Loss from operations | (1,330,017) | (137,268) | (1,610,175) |
Other income | |||
Change in fair value of derivative warrant liabilities | (10,742,000) | (3,013,001) | (9,039,000) |
Transaction costs allocated to derivative warrant liabilities | (587,958) | ||
Interest - bank | 812 | 690 | 3,717 |
Interest earned on investments held in Trust Account | 23,198 | 18,241 | 60,666 |
Other expense, net | (10,717,990) | (3,582,028) | (8,974,617) |
Net income (loss) | $ (12,048,007) | $ (3,719,296) | $ (10,584,792) |
Weighted average shares outstanding | 25,300,000 | 25,300,000 | 25,300,000 |
Class A Redeemable Common Stock | |||
Other income | |||
Weighted average shares outstanding | 25,300,000 | 25,300,000 | 25,300,000 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 |
Class B Non-Redeemable Common Stock | |||
Other income | |||
Weighted average shares outstanding | 6,325,000 | 5,645,246 | 6,325,000 |
Basic and diluted net income per share | $ (1.90) | $ (0.66) | $ (1.67) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Class A [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit |
Beginning Balance at Aug. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (in Shares) at Aug. 11, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 633 | 24,367 | |||
Issuance of Class B common stock to Sponsor (in Shares) | 6,325,000 | |||||
Sale of 25,300,000 Units, net of underwriting discounts, offering costs and allocation of fair value of public warrants | 229,307,288 | $ 2,530 | 229,304,758 | |||
Sale of 25,300,000 Units, net of underwriting discounts, offering costs and allocation of fair value of public warrants (in Shares) | 25,300,000 | |||||
Excess cash received over the fair value of the private placement warrants | 793,333 | 793,333 | ||||
Change in value of Class A common stock subject to possible redemption | (221,406,320) | $ (2,214) | (221,404,106) | |||
Change in value of Class A common stock subject to possible redemption (Shares) | (22,140,632) | |||||
Net income (loss) | (3,719,296) | (3,719,296) | ||||
Ending Balance at Dec. 31, 2020 | 5,000,005 | $ 316 | $ 633 | 8,718,352 | (3,719,296) | |
Ending Balance (in Shares) at Dec. 31, 2020 | 3,159,368 | 6,325,000 | ||||
Change in value of Class A common stock subject to possible redemption | (1,463,217) | $ (15) | (1,463,202) | |||
Change in value of Class A common stock subject to possible redemption (Shares) | (146,322) | |||||
Net income (loss) | 1,463,215 | 1,463,215 | ||||
Ending Balance at Mar. 31, 2021 | 5,000,003 | $ 301 | $ 633 | 7,255,150 | (2,256,081) | |
Ending Balance (in Shares) at Mar. 31, 2021 | 3,013,046 | 6,325,000 | ||||
Beginning Balance at Dec. 31, 2020 | 5,000,005 | $ 316 | $ 633 | 8,718,352 | (3,719,296) | |
Beginning Balance (in Shares) at Dec. 31, 2020 | 3,159,368 | 6,325,000 | ||||
Net income (loss) | (10,584,792) | |||||
Ending Balance at Jun. 30, 2021 | 5,000,003 | $ 422 | $ 633 | 19,303,036 | (14,304,088) | |
Ending Balance (in Shares) at Jun. 30, 2021 | 4,217,847 | 6,325,000 | ||||
Beginning Balance at Mar. 31, 2021 | 5,000,003 | $ 301 | $ 633 | 7,255,150 | (2,256,081) | |
Beginning Balance (in Shares) at Mar. 31, 2021 | 3,013,046 | 6,325,000 | ||||
Change in value of Class A common stock subject to possible redemption | 12,048,007 | $ 121 | 12,047,886 | |||
Change in value of Class A common stock subject to possible redemption (Shares) | (1,204,801) | |||||
Net income (loss) | (12,048,007) | (12,048,007) | ||||
Ending Balance at Jun. 30, 2021 | $ 5,000,003 | $ 422 | $ 633 | $ 19,303,036 | $ (14,304,088) | |
Ending Balance (in Shares) at Jun. 30, 2021 | 4,217,847 | 6,325,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders' Equity (Parenthetical) | 5 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units, Net of underwriting discounts, offering costs and allocation of fair value of public warrants | 25,300,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (3,719,296) | $ (10,584,792) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Changes in fair value of derivative liabilities | 3,013,001 | 9,039,000 |
Transaction costs allocated to derivative warrant liabilities | 587,958 | |
Interest earned on investments held in Trust Account | (18,241) | (60,666) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (113,867) | (142,947) |
Accrued expenses | 90,471 | 44,213 |
Net cash used in operating activities | (159,974) | (1,705,192) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (253,000,000) | |
Net cash used in investing activities | (253,000,000) | |
Cash Flows from Financing Activities: | ||
Payment of offering costs | (358,856) | (27,810) |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 248,390,000 | |
Proceeds from note payable to related party | 240,000 | |
Repayment of note payable to related party | (240,000) | |
Proceeds from sale of Private Placement Warrants | 7,000,000 | |
Net cash used in financing activities | 255,056,144 | (27,810) |
Net Change in Cash | 1,896,170 | (1,733,002) |
Cash – Beginning of period | 0 | 1,896,170 |
Cash – End of period | 1,896,170 | 163,168 |
Non-Cash financing activities: | ||
Change in value of Class A common stock subject to possible redemption | (3,130,020) | $ (10,584,790) |
Initial value of Class A common stock subject to possible redemption | 224,536,340 | |
Deferred underwriting fee payable | 8,067,500 | |
Offering costs included in accrued offering costs | $ 27,981 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Live Oak Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020 the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriter of its over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Live Oak Sponsor Partners II, LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $13,064,337, consisting of $4,610,000 in cash underwriting fees, $8,067,500 of deferred underwriting fees and $386,837 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $253,000,000 ($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 and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed for working capital purposes, if permitted, and excluding deferred underwriting commissions). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide 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 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its shares of Founders Stock (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the shares of Founders Stock and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company has not completed a Business Combination by December 7, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the shares of Founders Stock if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and 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. | Note 1 — Description of Organization and Business Operations Live Oak Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on August 12, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 12, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020, the Company consummated its Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,300,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $253.0 million. Transaction costs amounted to $13,064,337, consisting of $4,610,000 in cash underwriting fees, $8,067,500 of deferred underwriting fees and $386,837 of other offering costs. (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.0 million (Note 4). Upon the closing of the Initial Public Offering, including the full exercise of the over-allotment option by the underwriters, and the Private Placement, $253.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was 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 bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination 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. The Company will provide the holders (the “Public Stockholders”) of the Public Shares 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 (initially anticipated to be $10.00 per Public Share). The per-share The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% 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 If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 7, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the shares of Founders Stock 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 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 $10.00. In order to protect the amounts held in the Trust Account, the Sponsor 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) $10.00 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 $10.00 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 (except for the Company’s independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2021, the Company had $163,168 in cash and cash equivalents and working capital of $285,127 (not taking into account tax obligations of approximately $60,000 that may be paid using investment income earned in Trust Account). 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 purchase shares of Founders Stock (as defined in Note 4), and loan proceeds from the Sponsor of $240,000 under the Note (as defined in Note 4). The Company repaid the Note upon the closing of the Initial Public Offering out of the $750,000 of offering proceeds that was allocated to the payment of offering expenses (other than underwriting commissions) not held in the trust account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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 the funds held outside of the Trust Account 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 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. Impact of the Restatement As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Derivative warrant liabilities $ — $ 20,436,001 $ 20,436,001 Total Liabilities 8,185,952 20,436,001 28,621,953 Class A common stock subject to possible redemption 241,842,320 (20,436,001 ) 221,406,320 Class A common stock 112 204 316 Additional paid-in-capital 5,117,598 3,600,754 8,718,352 Accumulated deficit (118,337 ) (3,600,959 ) (3,719,296 ) Total stockholders’ equity $ 5,000,006 $ (1 ) $ 5,000,005 Period From August 12, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Change in fair value of derivative warrant liabilities $ — $ (3,013,001 ) $ (3,013,001 ) Transaction costs allocated to derivative warrant liabilities — (587,958 ) (587,958 ) Net loss (118,337 ) (3,600,959 ) (3,719,296 ) Weighted-average shares outstanding of Class A common stock 25,300,000 — 25,300,000 Basic and Diluted income per share, Class A common stock 0.00 — 0.00 Weighted-average shares outstanding of Class B common stock 5,645,246 — 5,645,246 Basic and Diluted net loss per share, Class B non-redeemable $ (0.02 ) $ (0.64 ) $ (0.66 ) Period From August 12, 2020 (Inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (118,337 ) $ (3,600,959 ) $ (3,719,296 ) Change in value of derivative warrant liabilities — 3,013,001 3,013,001 Financing Costs — derivative warrant liabilities — 587,958 587,958 Initial value of Class A common stock subject to possible redemption 241,959,340 (17,423,000 ) 224,536,340 Change in value of Class A common stock subject to possible redemption $ (117,020 ) $ (3,013,000 ) $ (3,130,020 ) |
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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company 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 it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity 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 Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 22,140,632 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Total offering costs amounted to $13,064,337, of which $12,476,379 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $587,958 were expensed to the statement of operations. 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, and presented as non-operating Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 8,433,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,666,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement 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 common shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants 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 warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 18,241 Income and Franchise Tax (18,241 ) Net Earnings — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,300,000 Earnings/Basic and Diluted Redeemable Class A Common Stock 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss (3,719,296 ) Redeemable Net Earnings — Non-Redeemable (3,719,296 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,645,246 Loss/Basic and Diluted Non-Redeemable $ (0.66 ) Note: As of December 31, 2020, basic and diluted common shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Comp a 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 balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470- 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s fi n |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,300,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third | Note 3 — Initial Public Offering On December 7, 2020, the Company consummated its Initial Public Offering of 25,300,000 Units, including 3,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $253.0 million. Transaction costs amounted to $13,064,337, consisting of $4,610,000 in cash underwriting fees, $8,067,500 of deferred underwriting fees and $386,837 of other offering costs. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant or an aggregate of $7,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 6 — RELATED PARTIES Founders Stock On September 1, 2020, the Sponsor purchased 5,750,000 shares (the “Founders Stock”) of Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend of 0.1 shares for each share of Class B common stock outstanding, resulting in an aggregate of 6,325,000 shares of Founders Stock outstanding. The shares of Founders Stock included an aggregate of up to 825,000 Class B shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of shares of Founders Stock would equal, on an as-converted forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the shares of Founders Stock until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support services. For the period from August 12, 2020 (inception) through December 31, 2020, the Company incurred and paid $15,000 in fees for these services. Promissory Note — Related Party On August 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans 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 proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, there was no outstanding balance under the working capital loans. | Note 4 — Related Party Transactions Founders Stock In August 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founders Stock”), for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding, resulting in an aggregate of 6,325,000 shares of Founders Stock outstanding. The Initial Stockholders agreed to forfeit up to 825,000 shares of Founders Stock to the extent that the over-allotment option was not exercised in full by the underwriters, so that the shares of Founders Stock would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full; thus, these 825,000 shares of Founders Stock were no longer subject to forfeiture. The Initial Stockholders agreed not to transfer, assign or sell any of the shares of Founders Stock 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 reported closing price 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 Related Party Loans Prior to the consummation of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. As of June 30, 2021, and December 31, 2020 the Company had no borrowings under the Working Capital Loans. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.0 million. Each whole 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. For the three months and six months ended June 30, 2021, the Company incurred and paid approximately $45,000 and $90,000 in administrative expense which is included in general and administrative expenses on the unaudited condensed statements of operations. Although none of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 a Registration Rights Pursuant to a registration rights agreement entered into on December 3, 2020, the holders of the shares of Founders Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any 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 and upon conversion of the shares of Founders Stock) will have registration rights to require the Company to register a sale of any securities held by them. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,067,500 in the aggregate. 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 agreed that they will not receive any underwriting discounts or commissions on up to 10% of the Units sold in the Initial Public Offering that may be purchased by certain investors identified by the Sponsor. As a result, the underwriters did not receive $450,000 of the 2% upfront underwriting discount and $787,500 of the 3.5% deferred underwriting discount, in each case attributable to Units sold to certain investors identified by the Sponsor. | Note 5 — Commitments and Contingencies Registration Rights The holders of shares of Founders Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (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) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $8.0 million in the aggregate. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Proposed Business Combination Business Combination Agreement On May 6, 2021, Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LOKB (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the Laws of Ireland (“Navitas Ireland”) with a dual existence as a domesticated limited liability company in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, the “Company”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among other things, LOKB will be obligated to commence a tender offer for the entire issued share capital of Navitas Ireland other than certain Navitas Ireland Restricted Shares (as defined below) (the “Tender Offer”), and Merger Sub will merge with and into Navitas Delaware (the “Merger” and together with the other transactions related thereto, the “Proposed Transactions”), with Navitas Delaware surviving the Merger as a wholly owned subsidiary of LOKB, and as a result of the Tender Offer and the Merger, the Company will be a wholly owned direct subsidiary of LOKB. The parties expect the Proposed Transactions to be completed in the third calendar quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by the Company’s shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. Shareholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company and certain shareholders of the Company entered into a Shareholder Tender and Support Agreement (the “Support Agreement”), pursuant to which, among other things, certain shareholders of the Company holding at least 80% of each class of the issued and allotted Navitas Ireland shares and as holders of a number of issued and outstanding Navitas Delaware shares sufficient to constitute more than 50% percent of the interest in the profits of Navitas Delaware, (a) irrevocably agree to accept the offer in respect of their Navitas Ireland shares made pursuant to the Tender Offer and (b) irrevocably agree to vote their Navitas Delaware shares in favor of the Business Combination Agreement, the Merger and the other Proposed Transactions. The Support Agreement will terminate upon the earlier to occur of: (i) the termination of the Business Combination Agreement in accordance with its terms and (ii) the occurrence of both the acceptance time of the Tender Offer and the Effective Time of the Merger. Amended and Restated Registration Rights Agreement In connection with the Merger closing (the “Closing”), that certain Registration Rights Agreement dated December 2, 2020 (the “IPO Registration Rights Agreement”) will be amended and restated and LOKB, certain persons and entities holding securities of LOKB prior to the Closing (the “Initial Holders”) and certain persons and entities receiving LOKB Class A Common Stock or instruments exercisable for LOKB Class A Common Stock in connection with the Proposed Transactions (the “New Holders” and together with the Initial Holders, the “Reg Rights Holders”) will enter into the amended and restated registration rights agreement attached as Exhibit B to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, LOKB will agree that, within 30 calendar days after the Closing, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders and the New Holders (the “Shelf Registration”), and LOKB will use its commercially reasonable efforts to have the Shelf Registration become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand up to three underwritten offerings and will be entitled to customary piggyback registration rights. Lock-Up Agreements Concurrently with the Company entering into the Business Combination Agreement, certain stockholders of the Company, whose ownership interests represent approximately 75% of the outstanding Company Common Shares (voting on an as-converted basis) in the aggregate, have agreed, subject to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, pledge, hypothecation, grant of any option to purchase or otherwise dispose of or agreement to dispose of, or establishment of increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), in each case, for the relevant lock-up period. With respect to significant shareholders of the Company, holding approximately 59% of the outstanding Company Common Shares (on an as-converted basis), the lock-up period is one year after the Closing, subject to early release if certain metrics are achieved. With respect to management of the Company, holding approximately 13% of the outstanding Company Common Shares (on an as-converted basis), the lock-up period is up to three years, with shares being released in three equal tranches each year, subject to early release upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the volume-weighted average closing sale price of one share of LOKB Class A Common Stock quoted on the NYSE or the exchange on which the shares of LOKB Class A Common Stock are then traded, for any twenty trading days within any thirty consecutive trading day period within the Earnout Period. With respect to certain other employees of the Company, holding approximately 3% of the outstanding Company Common Shares (on an as-converted basis), the lock-up period is six months; provided that they may transfer certain shares during the ninety days immediately following the Closing. Sponsor Letter Amendment In connection with the entry into of the Business Combination Agreement, on May 6, 2021, LOKB, Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and the other parties thereto entered into an amendment (the “Sponsor Letter Amendment”) to the Letter Agreement, dated December 2, 2020 (the “Letter Agreement”) by and among LOKB, its officers and directors and the Sponsor, pursuant to which Letter Agreement, among other things, the parties thereto agreed to vote their shares of LOKB Class A Common Stock in favor of the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement and not to redeem any shares of LOKB Class A Common Stock in connection with such stockholder approval. The Sponsor Letter Amendment will, effective as of and conditioned upon the Closing, amend certain provisions of the Letter Agreement to provide for an extended lock-up period with respect to certain shares of LOKB Class A Common Stock held by the Sponsor and to subject 20% of the Sponsor’s shares of LOKB Class A Common Stock to potential forfeiture in the event the threshold triggers for the earnout are not met. Subscription Agreements In connection with the execution of the Business Combination Agreement, on May 6, 2021, LOKB entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and LOKB agreed to sell to the Subscribers, an aggregate of 14,500,000 shares of LOKB Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $145,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, LOKB agreed that, within 30 calendar days after the consummation of the Proposed Transactions, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and LOKB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. |
Stockholders' Equity
Stockholders' Equity | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one as-converted | Note 6 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedges, Liabilities [Abstract] | |
Derivative Warrant Liabilities | NOTE 9 — DERIVATIVE WARRANT LIABILITIES As of December 31, 2020, the Company had 8,433,333 4,666,667 Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 covering the issuance of the shares of 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 shares of Class A common stock upon exercise of a warrant unless 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 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $ 10.00 30-trading • if the closing price of the Class A common stock for any 20 trading days within a 30-trading The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares of Founders Stock held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Income Tax
Income Tax | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10. INCOME TAX The Company’s net deferred tax asset is summarized as follows as of December 31, 2020: Deferred tax asset Net operating loss carryforward $ 12,330 Organizational costs/startup expenses 12,520 Total deferred tax asset 24,850 Valuation allowance (24,850 ) Deferred tax asset, net $ — The income tax provision consists of the following for the period August 12, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (24,850 ) State Current $ — Deferred — Change in valuation allowance 24,850 Income tax provision $ — As of December 31, 2020, the Company had $58,714 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax asset, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from August 12, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $24,850. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period August 12, 2020 (inception) through December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (17.0 )% Transaction costs allocated to derivative warrant liabilities (3.3 )% State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (0.7 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 7 — Warrants As of June 30, 2021 and December 31, 2020, the Company had 8,433,333 Public Warrants and the 4,666,667 Private Placement Warrants 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 agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant-holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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 init 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 Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): • 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 (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above 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 of warrants for cash when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become ex • 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 determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of Class A common stock for any 20 trading days within a 30-trading The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following 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). 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. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 11. 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. At December 31, 2020, assets held in the Trust Account were comprised of $923 in cash and $253,017,318 in U.S. Treasury securities. During the period from August 12, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Fair Value U.S. Treasury Securities (Mature on 5/11/2021) $ 253,017,318 $ (15,710 ) $ 253,001,608 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: Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 253,001,608 Liabilities: Warrant Liabilities — Public Warrants 3 $ 13,156,000 Warrant Liabilities — Private Placement Warrants 3 $ 7,280,001 The Warrants were accounted for as liabilities in accordance with ASC 815-40 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The fair value of the Public Warrants issued in connection with the Public Offering were measured at fair value using a binomial/lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. We measured the Private Placement Warrants at fair value using a Block-Scholes Option Pricing Model. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units will be classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for both the Public and Private Placement Warrants on December 7, 2020 and December 31, 2020: December 7, December 31, Stock Price $ 9.77 $ 10.33 Exercise Price $ 11.50 $ 11.50 Volatility 25 % 25 % Expected life of the options to convert (in years) 5.5 5.5 Risk-free rate 0.5 % 0.4 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from August 12, 2020 (inception) through December 31, 2020 is summarized as follows: Private Public Warrant Fair value as of August 12, 2020 (inception) $ — $ — $ — Initial measurement on December 7, 2020 (including over-allotment) 6,206,667 11,216,333 17,423,000 Change in fair value 1,073,334 1,939,667 3,013,001 Fair value as of December 31, 2020 $ 7,280,001 $ 13,156,000 $ 20,436,001 | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level June 30, December 31, Assets: Investments held in Trust Account 1 $ 253,078,907 $ 253,018,241 Liabilities: Warrant Liability — Public Warrants 1 $ 18,974,999 $ 13,156,000 Warrant Liability — Private Placement Warrants 2 $ 10,500,001 $ 7,280,001 The fair value of the Public Warrants issued in connection with the Public Offering have initially been estimated using a binomial lattice model in a risk- neutral framework. The fair value of the Private Placement Warrants has initially been estimated using a Black-Scholes option pricing model. The estimated fair value of the Public Warrants and Private Placement Warrants was determined using Level 3 inputs. Inherent in a binomial lattice model or Black-Scholes option pricing model 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 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 fair value of the Public Warrants and the Private Placement Warrants were subsequently estimated using the market value of the Public Warrants when they were separately listed and traded. The following table provides quantitative information regarding the fair value hierarchy of the valuation inputs at their measurement dates: December 31, Exercise price $ 11.50 Stock price $ 10.33 Term (in years) 5.5 Volatility 25 % Risk-free interest rate 0.4 % Dividend yield 0.0 % Probability of completing a Business Combination 80.0 % Discount for lack of marketability 0.4 % The change in the fair value of the Level 3 derivative warrant liabilities, for the six months ended June 30, 2021 is summarized as follows: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 7,280,001 $ 13,156,000 $ 20,436,001 Change in valuation inputs or other assumptions (606,667 ) (1,096,333 ) (1,703,000 ) Transfer to Level 1 — (12,059,667 ) (12,059,667 ) Transfer to Level 2 (6,673,334 ) — (6,673,334 ) Fair value as of June 30, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the six months ended June 30, 2021 was $12,059,667. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the six months ended June 30, 2021 was $6,673,334. |
Subsequent Events
Subsequent Events | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 12. 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 as described herein, including in Note 2 (Restatement), the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination Business Combination Agreement On May 6, 2021, Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LOKB (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the Laws of Ireland (“Navitas Ireland”) with a dual existence as a domesticated limited liability company in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, “Navitas”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among other things, LOKB will be obligated to commence a tender offer for the entire issued share capital of Navitas Ireland other than certain Navitas Ireland Restricted Shares (as defined below) (the “Tender Offer”), and Merger Sub will merge with and into Navitas Delaware (the “Merger” and together with the other transactions related thereto, the “Proposed Transactions”), with Navitas Delaware surviving the Merger as a wholly owned subsidiary of LOKB, and as a result of the Tender Offer and the Merger, Navitas will be a wholly owned direct subsidiary of LOKB. The parties expect the Proposed Transactions to be completed in the third calendar quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by Navitas’ shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. Shareholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Navitas and certain shareholders of Navitas entered into a Shareholder Tender and Support Agreement (the “Support Agreement”), pursuant to which, among other things, certain shareholders of Navitas holding at least 80% of each class of the issued and allotted Navitas Ireland shares and as holders of a number of issued and outstanding Navitas Delaware shares sufficient to constitute more than 50% percent of the interest in the profits of Navitas Delaware, (a) irrevocably agree to accept the offer Amended and Restated Registration Rights Agreement In connection with the Merger closing (the “Closing”), that certain Registration Rights Agreement dated December 2, 2020 (the “IPO Registration Rights Agreement”) will be amended and restated and LOKB, certain persons and entities holding securities of LOKB prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock or instruments exercisable for Class A Common Stock in connection with the Proposed Transactions (the “New Holders” and together with the Initial Holders, the “Reg Rights Holders”) will enter into the amended and restated registration rights agreement attached as Exhibit B to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, LOKB will agree that, within 30 calendar days after the Closing, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders and the New Holders (the “Shelf Registration”), and LOKB will use its commercially reasonable efforts to have the Shelf Registration become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand up to three underwritten offerings and will be entitled to customary piggyback registration rights. Lock-Up Concurrently with Navitas entering into the Business Combination Agreement, certain shareholders of Navitas, whose ownership interests represent approximately 75% of the outstanding Navitas Common Shares (voting on an as-converted lock-up With respect to significant shareholders of Navitas, holding approximately 59% of the outstanding Navitas Common Shares (on an as-converted lock-up as-converted lock-up shares being released in three equal tranches each year, subject to early release upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the volume-weighted average closing sale price of one share of Class A Common Stock quoted on the exchange on which the shares of Class A Common Stock are then traded, for any twenty trading days within any thirty consecutive trading day period within the Earnout Period. With respect to certain other employees of Navitas, holding approximately 3% of the outstanding Navitas Common Shares (on an as-converted lock-up Sponsor Letter Amendment In connection with the entry into of the Business Combination Agreement, on May 6, 2021, LOKB, Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and the other parties thereto entered into an amendment (the “Sponsor Letter Amendment”) to the Letter Agreement, dated December 2, 2020 (the “Letter Agreement”) by and among LOKB, its officers and directors and the Sponsor, pursuant to which Letter Agreement, among other things, the parties thereto agreed to vote their shares of Class A Common Stock in favor of the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement and not to redeem any shares of Class A Common Stock in connection with such stockholder approval. The Sponsor Letter Amendment will, effective as of and conditioned upon the Closing, amend certain provisions of the Letter Agreement to provide for an extended lock-up Subscription Agreements In connection with the execution of the Business Combination Agreement, on May 6, 2021, LOKB entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and LOKB agreed to sell to the Subscribers, an aggregate of 14,500,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $145,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, LOKB agreed that, within 30 calendar days after the consummation of the Proposed Transactions, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and LOKB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as disclosed below, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. Proposed Business Combination Business Combination Agreement On May 6, 2021, Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of LOKB (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the Laws of Ireland (“Navitas Ireland”) with a dual existence as a domesticated limited liability company in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, the “Navitas”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among other things, LOKB will be obligated to commence a tender offer for the entire issued share capital of Navitas Ireland other than certain Navitas Ireland Restricted Shares (as defined below) (the “Tender Offer”), and Merger Sub will merge with and into Navitas Delaware (the “Merger” and together with the other transactions related thereto, the “Proposed Transactions”), with Navitas Delaware surviving the Merger as a wholly owned subsidiary of LOKB, and as a result of the Tender Offer and the Merger, Navitas will be a wholly owned direct subsidiary of LOKB. The parties expect the Proposed Transactions to be completed in the third calendar quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by LOKB’s shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. Shareholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Navitas and certain shareholders of Navitas entered into a Shareholder Tender and Support Agreement (the “Support Agreement”), pursuant to which, among other things, certain shareholders of Navitas holding at least 80% of each class of the issued and allotted Navitas Ireland shares and as holders of a number of issued and outstanding Navitas Delaware shares sufficient to constitute more than 50% percent of the interest in the profits of Navitas Delaware, (a) irrevocably agree to accept the offer in respect of their Navitas Ireland shares made pursuant to the Tender Offer and (b) irrevocably agree to vote their Navitas Delaware shares in favor of the Business Combination Agreement, the Merger and the other Proposed Transactions. The Support Agreement will terminate upon the earlier to occur of: (i) the termination of the Business Combination Agreement in accordance with its terms and (ii) the occurrence of both the acceptance time of the Tender Offer and the Effective Time of the Merger. Amended and Restated Registration Rights Agreement In connection with the Merger closing (the “Closing”), that certain Registration Rights Agreement dated December 2, 2020 (the “IPO Registration Rights Agreement”) will be amended and restated and LOKB, certain persons and entities holding securities of LOKB prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock or instruments exercisable for Class A Common Stock in connection with the Proposed Transactions (the “New Holders” and together with the Initial Holders, the “Reg Rights Holders”) will enter into the amended and restated registration rights agreement attached as Exhibit B to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, LOKB will agree that, within 30 calendar days after the Closing, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders and the New Holders (the “Shelf Registration”), and LOKB will use its commercially reasonable efforts to have the Shelf Registration become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand up to three underwritten offerings and will be entitled to customary piggyback registration rights. Lock-Up Concurrently with Navitas entering into the Business Combination Agreement, certain shareholders of Navitas, whose ownership interests represent approximately 75% of the outstanding Navitas Common Shares (voting on an as-converted lock-up With respect to significant shareholders of Navitas, holding approximately 59% of the outstanding Navitas Common Shares (on an as-converted lock-up as-converted lock-up as-converted lock-up Sponsor Letter Amendment In connection with the entry into of the Business Combination Agreement, on May 6, 2021, LOKB, Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and the other parties thereto entered into an amendment (the “Sponsor Letter Amendment”) to the Letter Agreement, dated December 2, 2020 (the “Letter Agreement”) by and among LOKB, its officers and directors and the Sponsor, pursuant to which Letter Agreement, among other things, the parties thereto agreed to vote their shares of Class A Common Stock in favor of the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement and not to redeem any shares of Class A Common Stock in connection with such stockholder approval. The Sponsor Letter Amendment will, effective as of and conditioned upon the Closing, amend certain provisions of the Letter Agreement to provide for an extended lock-up Subscription Agreements In connection with the execution of the Business Combination Agreement, on May 6, 2021, LOKB entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and LOKB agreed to sell to the Subscribers, an aggregate of 14,500,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $145,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, LOKB agreed that, within 30 calendar days after the consummation of the Proposed Transactions, LOKB will file with the SEC (at LOKB’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and LOKB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed 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. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K/A |
Emerging Growth Company | Emerging Growth Company 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 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 | 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 |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Comp a | 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 Coverage limit of $250,000. As of June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity | |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
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 balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. |
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. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 allocated to derivative warrant liabilities are expensed as incurred, presented as non- | |
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 8,433,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,666,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement | 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, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 8,433,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,666,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Class A Common Stock Shares 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 Class A 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 22,140,632 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as a liability instruments and is 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) is classified as temporary equity. At all other times, Class A common stock is 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 June 30, 2021 and December 31, 2020, respectively, 21,082,153 and 22,140,632 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 condensed balance sheets. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Total offering costs amounted to $13,064,337, of which $12,476,379 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $587,958 were expensed to the statement of operations. 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, and presented as non-operating | |
Net Income 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 common shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants 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 warrants are exercisable to purchase 13,100,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 18,241 Income and Franchise Tax (18,241 ) Net Earnings — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,300,000 Earnings/Basic and Diluted Redeemable Class A Common Stock 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss (3,719,296 ) Redeemable Net Earnings — Non-Redeemable (3,719,296 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,645,246 Loss/Basic and Diluted Non-Redeemable $ (0.66 ) Note: As of December 31, 2020, basic and diluted common shares are the same as there are no non-redeemable | Net Income Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 13,100,000 shares of Class A common stock in the calculation of diluted income per share, since the average stock price of the Company’s common stock for the three and six months ended June 30, 2021 was less than the exercise price and therefore, the inclusion of such Warrants under the treasury stock method would be anti-dilutive. The Company’s 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 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 for the period. 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 income (loss) per common share (in dollars, except per share amounts): Three Months June, 30 Six Months June 30, Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 23,198 $ 60,666 Less: Income and Franchise Tax available to be withdrawn from the Trust Account (23,198 ) (60,666 ) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,300,000 25,300,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (12,048,007 ) $ (10,584,792 ) Less: Redeemable Net Earnings — — Non-Redeemable Net (Loss) Income $ (12,048,007 ) $ (10,584,792 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted(1) 6,325,000 6,325,000 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ (1.90 ) $ (1.67 ) (1) For the three and six months ended June 30, 2021, basic and diluted shares were the same as there are no non-redeemable securities that are dilutive to the stockholders. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and 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 June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470- 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s fi n | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Derivative warrant liabilities $ — $ 20,436,001 $ 20,436,001 Total Liabilities 8,185,952 20,436,001 28,621,953 Class A common stock subject to possible redemption 241,842,320 (20,436,001 ) 221,406,320 Class A common stock 112 204 316 Additional paid-in-capital 5,117,598 3,600,754 8,718,352 Accumulated deficit (118,337 ) (3,600,959 ) (3,719,296 ) Total stockholders’ equity $ 5,000,006 $ (1 ) $ 5,000,005 |
Schedule of statement of operations | Period From August 12, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Change in fair value of derivative warrant liabilities $ — $ (3,013,001 ) $ (3,013,001 ) Transaction costs allocated to derivative warrant liabilities — (587,958 ) (587,958 ) Net loss (118,337 ) (3,600,959 ) (3,719,296 ) Weighted-average shares outstanding of Class A common stock 25,300,000 — 25,300,000 Basic and Diluted income per share, Class A common stock 0.00 — 0.00 Weighted-average shares outstanding of Class B common stock 5,645,246 — 5,645,246 Basic and Diluted net loss per share, Class B non-redeemable $ (0.02 ) $ (0.64 ) $ (0.66 ) |
Schedule of statement of cash flows | Period From August 12, 2020 (Inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (118,337 ) $ (3,600,959 ) $ (3,719,296 ) Change in value of derivative warrant liabilities — 3,013,001 3,013,001 Financing Costs — derivative warrant liabilities — 587,958 587,958 Initial value of Class A common stock subject to possible redemption 241,959,340 (17,423,000 ) 224,536,340 Change in value of Class A common stock subject to possible redemption $ (117,020 ) $ (3,013,000 ) $ (3,130,020 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income (loss) per common share | For the Period (inception) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 18,241 Income and Franchise Tax (18,241 ) Net Earnings — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,300,000 Earnings/Basic and Diluted Redeemable Class A Common Stock 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss (3,719,296 ) Redeemable Net Earnings — Non-Redeemable (3,719,296 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 5,645,246 Loss/Basic and Diluted Non-Redeemable $ (0.66 ) | Three Months June, 30 Six Months June 30, Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 23,198 $ 60,666 Less: Income and Franchise Tax available to be withdrawn from the Trust Account (23,198 ) (60,666 ) Redeemable Net Earnings $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,300,000 25,300,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00 Non-Redeemable Class B Common Stock Numerator: Net (Loss) Income minus Redeemable Net Earnings Net (Loss) Income $ (12,048,007 ) $ (10,584,792 ) Less: Redeemable Net Earnings — — Non-Redeemable Net (Loss) Income $ (12,048,007 ) $ (10,584,792 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted(1) 6,325,000 6,325,000 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ (1.90 ) $ (1.67 ) |
Income Tax (Tables)
Income Tax (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | The Company’s net deferred tax asset is summarized as follows as of December 31, 2020: Deferred tax asset Net operating loss carryforward $ 12,330 Organizational costs/startup expenses 12,520 Total deferred tax asset 24,850 Valuation allowance (24,850 ) Deferred tax asset, net $ — |
Schedule of income tax provision | The income tax provision consists of the following for the period August 12, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (24,850 ) State Current $ — Deferred — Change in valuation allowance 24,850 Income tax provision $ — |
Schedule of federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period August 12, 2020 (inception) through December 31, 2020 is as follows: |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value of held-to-maturity | Held-To-Maturity Amortized Cost Gross Holding Fair Value U.S. Treasury Securities (Mature on 5/11/2021) $ 253,017,318 $ (15,710 ) $ 253,001,608 | |
Summary of Assets and Liabilities Measured at Fair Value | Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 253,001,608 Liabilities: Warrant Liabilities — Public Warrants 3 $ 13,156,000 Warrant Liabilities — Private Placement Warrants 3 $ 7,280,001 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level June 30, December 31, Assets: Investments held in Trust Account 1 $ 253,078,907 $ 253,018,241 Liabilities: Warrant Liability — Public Warrants 1 $ 18,974,999 $ 13,156,000 Warrant Liability — Private Placement Warrants 2 $ 10,500,001 $ 7,280,001 |
Summary of Fair Value Measurement Inputs | December 7, December 31, Stock Price $ 9.77 $ 10.33 Exercise Price $ 11.50 $ 11.50 Volatility 25 % 25 % Expected life of the options to convert (in years) 5.5 5.5 Risk-free rate 0.5 % 0.4 % Dividend yield 0.0 % 0.0 % | The following table provides quantitative information regarding the fair value hierarchy of the valuation inputs at their measurement dates: December 31, Exercise price $ 11.50 Stock price $ 10.33 Term (in years) 5.5 Volatility 25 % Risk-free interest rate 0.4 % Dividend yield 0.0 % Probability of completing a Business Combination 80.0 % Discount for lack of marketability 0.4 % |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | Private Public Warrant Fair value as of August 12, 2020 (inception) $ — $ — $ — Initial measurement on December 7, 2020 (including over-allotment) 6,206,667 11,216,333 17,423,000 Change in fair value 1,073,334 1,939,667 3,013,001 Fair value as of December 31, 2020 $ 7,280,001 $ 13,156,000 $ 20,436,001 | The change in the fair value of the Level 3 derivative warrant liabilities, for the six months ended June 30, 2021 is summarized as follows: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 7,280,001 $ 13,156,000 $ 20,436,001 Change in valuation inputs or other assumptions (606,667 ) (1,096,333 ) (1,703,000 ) Transfer to Level 1 — (12,059,667 ) (12,059,667 ) Transfer to Level 2 (6,673,334 ) — (6,673,334 ) Fair value as of June 30, 2021 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Company incorproation date of incorporation | Aug. 12, 2020 | |||||
Initial public offering shares (in Shares) | 25,300,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Proceeds from the issuance of warrants | $ 7,000,000,000,000 | |||||
Restricted investment per share value | $ 10 | |||||
Term of restricted investments | 185 days | 185 days | ||||
Net intangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Business combination, description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination 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. | |||||
redemption percentage | 15.00% | 15.00% | ||||
Business combination redeemed percentage | 100.00% | 100.00% | ||||
Period within which business combination shall be completed from the date of closure of initial public offer | 24 months | |||||
Dissolution expense | $ 100,000 | $ 100,000 | ||||
Minimum per share to be maintained in the trust account | $ 10 | |||||
Cash and cash equivalents | 163,168 | |||||
Net working capital | 285,127 | |||||
Franchise Tax Payable | 60,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Underwriting fees | $ 8,067,500 | |||||
Public price per share (in Dollars per share) | $ 0.01 | |||||
Gross Proceeds Amount | $ 750,000 | |||||
Minimum [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Fair market value of assets of the acquire as a percentage of the assets in the trust account | 80.00% | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | 50.00% | ||||
Common Class A [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | $ 10 | $ 10 | ||
Gross proceeds | $ 253,000,000,000,000 | |||||
Public price per share (in Dollars per share) | $ 0.361 | |||||
IPO [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering shares (in Shares) | 25,300,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | $ 10 | |||
Gross proceeds | $ 253,000,000 | $ 253,000,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Transaction costs | $ 13,064,337 | 13,064,337 | ||||
Underwriting fees | 4,610,000 | 4,610,000 | ||||
Deferred underwriting fees | 8,067,500 | 8,067,500 | ||||
Other offering cost expanses | $ 386,837 | $ 386,837 | ||||
Borrowings | $ 240,000 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering shares (in Shares) | 25,300,000 | |||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering shares (in Shares) | 3,300,000 | |||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering shares (in Shares) | 3,300,000 | |||||
Sponsor [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock, description | In order to protect the amounts held in the Trust Account, the Sponsor 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) $10.00 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 $10.00 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”). | |||||
Public Shares [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Public price per share (in Dollars per share) | $ 10 | |||||
Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Initial public offering shares (in Shares) | 4,666,667 | |||||
Sale of stock issue price per share | $ 1.50 | |||||
Gross proceeds | $ 7,000,000 | |||||
Class of warrants or rights warrants issued during the period | 4,666,667 | 4,666,667 | ||||
Class of warrants or rights warrants issue price per unit | $ 1.50 | $ 1.50 | ||||
Proceeds from the issuance of warrants | $ 7,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Out standing share percentage | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of balance sheets (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 11, 2020 |
Balance Sheet | ||||
Total Liabilities | $ 37,677,356 | $ 28,621,953 | ||
Additional paid-in capital | 19,303,036 | 8,718,352 | ||
Accumulated deficit | (14,304,088) | (3,719,296) | ||
Total stockholders' equity | $ 5,000,003 | $ 5,000,003 | 5,000,005 | $ 0 |
As Previously Reported | ||||
Balance Sheet | ||||
Total Liabilities | 8,185,952 | |||
Class A common stock subject to possible redemption | 241,842,320 | |||
Class A common stock | 112 | |||
Additional paid-in capital | 5,117,598 | |||
Accumulated deficit | (118,337) | |||
Total stockholders' equity | 5,000,006 | |||
Restatement Adjustment | ||||
Balance Sheet | ||||
Derivative warrant liabilities | 20,436,001 | |||
Total Liabilities | 20,436,001 | |||
Class A common stock subject to possible redemption | (20,436,001) | |||
Class A common stock | 204 | |||
Additional paid-in capital | 3,600,754 | |||
Accumulated deficit | (3,600,959) | |||
Total stockholders' equity | (1) | |||
As Restated | ||||
Balance Sheet | ||||
Derivative warrant liabilities | 20,436,001 | |||
Total Liabilities | 28,621,953 | |||
Class A common stock subject to possible redemption | 221,406,320 | |||
Class A common stock | 316 | |||
Additional paid-in capital | 8,718,352 | |||
Accumulated deficit | (3,719,296) | |||
Total stockholders' equity | $ 5,000,005 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of statements of operations (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Statement of Operations | ||||
Net loss | $ (12,048,007) | $ 1,463,215 | $ (3,719,296) | $ (10,584,792) |
Weighted-average shares outstanding of Class A common stock | 25,300,000 | 25,300,000 | 25,300,000 | |
As Previously Reported | ||||
Statement of Operations | ||||
Net loss | $ (118,337) | |||
Weighted-average shares outstanding of Class A common stock | 25,300,000 | |||
Basic and Diluted income per share, Class A common stock | $ 0 | |||
Weighted-average shares outstanding of Class B common stock | 5,645,246 | |||
Basic and Diluted net loss per share, Class B non-redeemable common stock | (0.02) | |||
Restatement Adjustment | ||||
Statement of Operations | ||||
Change in fair value of derivative warrant liabilities | $ (3,013,001) | |||
Transaction costs allocated to derivative warrant liabilities | (587,958) | |||
Net loss | $ (3,600,959) | |||
Basic and Diluted net loss per share, Class B non-redeemable common stock | (0.64) | |||
As Restated | ||||
Statement of Operations | ||||
Change in fair value of derivative warrant liabilities | $ (3,013,001) | |||
Transaction costs allocated to derivative warrant liabilities | (587,958) | |||
Net loss | $ (3,719,296) | |||
Weighted-average shares outstanding of Class A common stock | 25,300,000 | |||
Basic and Diluted income per share, Class A common stock | $ 0 | |||
Weighted-average shares outstanding of Class B common stock | 5,645,246 | |||
Basic and Diluted net loss per share, Class B non-redeemable common stock | (0.66) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Schedule of statements of cash flows (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Statement of Cash Flows | ||||
Net loss | $ (12,048,007) | $ 1,463,215 | $ (3,719,296) | $ (10,584,792) |
Change in value of derivative warrant liabilities | $ 10,742,000 | 3,013,001 | 9,039,000 | |
Change in value of Class A common stock subject to possible redemption | (3,130,020) | $ (10,584,790) | ||
As Previously Reported | ||||
Statement of Cash Flows | ||||
Net loss | (118,337) | |||
Initial value of Class A common stock subject to possible redemption | 241,959,340 | |||
Change in value of Class A common stock subject to possible redemption | (117,020) | |||
Restatement Adjustment | ||||
Statement of Cash Flows | ||||
Net loss | (3,600,959) | |||
Change in value of derivative warrant liabilities | 3,013,001 | |||
Financing Costs — derivative warrant liabilities | 587,958 | |||
Initial value of Class A common stock subject to possible redemption | (17,423,000) | |||
Change in value of Class A common stock subject to possible redemption | (3,013,000) | |||
As Restated | ||||
Statement of Cash Flows | ||||
Net loss | (3,719,296) | |||
Change in value of derivative warrant liabilities | 3,013,001 | |||
Financing Costs — derivative warrant liabilities | 587,958 | |||
Initial value of Class A common stock subject to possible redemption | 224,536,340 | |||
Change in value of Class A common stock subject to possible redemption | $ (3,130,020) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |||
Numerator: Earnings allocable to Redeemable Class A Common Stock | |||||
Interest Income | $ 23,198 | $ 18,241 | $ 60,666 | ||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account | (23,198) | $ (18,241) | (60,666) | ||
Redeemable Net Earnings | $ 0 | $ 0 | |||
Denominator: Weighted Average Redeemable Class A Common Stock | |||||
Redeemable Class A Common Stock, Basic and Diluted (in Shares) | 25,300,000 | 25,300,000 | 25,300,000 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock (in Dollars per share) | $ 0 | $ 0 | $ 0 | ||
Numerator: Net (Loss) Income minus Redeemable Net Earnings | |||||
Net (Loss) Income | $ (12,048,007) | $ (3,719,296) | $ (10,584,792) | ||
Less: Redeemable Net Earnings | 0 | 0 | |||
Non-Redeemable Net (Loss) Income | $ (12,048,007) | $ (3,719,296) | $ (10,584,792) | ||
Denominator Weighted Average Non Redeemable Class B Common Stock [Abstract] | |||||
Non-Redeemable Class B Common Stock, Basic and Diluted (1) (in Shares) | 6,325,000 | [1] | 5,645,246 | 6,325,000 | [1] |
Earnings/Basic and Diluted Non-Redeemable Class B Common Stock (in Dollars per share) | (1.90) | (0.66) | (1.67) | ||
[1] | For the three and six months ended June 30, 2021, basic and diluted shares were the same as there are no non-redeemable securities that are dilutive to the stockholders. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash insured with federal deposit insurance corporation (in Dollars) | $ 250,000 | |
Cash equivalents | $ 0 | |
Term of restricted investments | 185 days | 185 days |
Temporary equity shares outstanding | 22,140,632 | 21,082,153 |
Antidilutive securities excluded from the computation of earnings per share | 13,100,000 | |
Offering Costs | $ 13,064,337 | |
Public offering cost expensed | $ 587,958 | |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares issued | 8,433,333 | |
Antidilutive securities excluded from the computation of earnings per share | 13,100,000 | |
Initial Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares issued | 4,666,667 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering Costs | $ 12,476,379 | |
Common Class A [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Temporary equity shares outstanding | 22,140,632 | 21,082,153 |
Shares subject to possible redemption | 22,140,632 | |
Public Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares issued | 8,433,333 | |
Private Placement Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares issued | 4,666,667 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Initial Public Offering Details [Line Items] | |||||
Price per share (in Dollars per share) | $ 9.77 | $ 9.77 | $ 9.77 | $ 10.33 | |
Warrant price per share (in Dollars per share) | $ 11.50 | $ 11.50 | |||
Underwriting fees | $ 8,067,500 | ||||
IPO [Member] | |||||
Initial Public Offering Details [Line Items] | |||||
Sale of share (in Shares) | 25,300,000 | 25,300,000 | |||
Gross proceeds | $ 253,000,000 | $ 253,000,000 | |||
Transaction costs | $ 13,064,337 | 13,064,337 | |||
Underwriting fees | 4,610,000 | 4,610,000 | |||
Deferred underwriting fees | 8,067,500 | 8,067,500 | |||
Other offering costs | $ 386,837 | $ 386,837 | |||
Warrants, description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering Details [Line Items] | |||||
Sale of share (in Shares) | 3,300,000 | 3,300,000 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 |
Private Placement Details [Line Items] | ||
Description of sale of stock | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | |
Warrant price per share (in Dollars per share) | $ 1.50 | |
IPO [Member] | ||
Private Placement Details [Line Items] | ||
Aggregate amount of purchased shares | shares | 4,666,667 | |
Warrant price per share (in Dollars per share) | $ 1.50 | |
Private Placement [Member] | ||
Private Placement Details [Line Items] | ||
Aggregate amount of purchased value | $ 7,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 07, 2020 | Aug. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Aug. 12, 2020 |
Related Party Transaction [Line Items] | ||||||||
Aggregate price | $ 25,000 | |||||||
Debt instrument face value | $ 300,000 | |||||||
Debt instrument conversion price per share | $ 300,000 | $ 300,000 | ||||||
Working capital loans convertible into warrants | $ 750,000 | $ 750,000 | ||||||
Proceeds from the issuance of warrants | $ 7,000,000,000,000 | |||||||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Office Space Expanses | $ 15,000 | |||||||
Office space, utilities and secretarial and administrative support | $ 15,000 | |||||||
Administrative expense | $ 45,000 | $ 90,000 | ||||||
Business Combination Description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the shares of Founders Stock until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | The Initial Stockholders agreed not to transfer, assign or sell any of the shares of Founders Stock 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 reported closing price 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 period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Service fees | $ 15,000 | |||||||
Outstanding balance under promissory note | 240,000 | |||||||
Working capital loans | $ 1,500,000 | |||||||
Warrant, Exercise Price, Decrease | $ 1.50 | |||||||
IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate price | $ 25,000 | |||||||
Warrant, Exercise Price, Decrease | $ 1.50 | |||||||
Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights warrants issued during the period | 4,666,667 | 4,666,667 | ||||||
Class of warrants or rights warrants issue price per unit | $ 1.50 | $ 1.50 | ||||||
Proceeds from the issuance of warrants | $ 7,000,000 | |||||||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | ||||||
Class of warrants or rights lock in period | 30 days | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Founder shares outstanding | 6,325,000 | 6,325,000 | 6,325,000 | 6,325,000 | ||||
Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 825,000 | 825,000 | ||||||
Founder [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 825,000 | 825,000 | ||||||
Founder [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of issued and outstanding stock | 20.00% | 20.00% | ||||||
Issued and outstanding percentage | 20.00% | |||||||
Founder [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of shares | 5,750,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Aggregate price | $ 25,000 | $ 25,000 | ||||||
Stock dividends | 0.1 | |||||||
Founder shares outstanding | 6,325,000 | 6,325,000 | ||||||
Shares subject to forfeiture | 825,000 | 825,000 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument conversion price per share | $ 1,500,000 | $ 1,500,000 | ||||||
Service fees | $ 1.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 07, 2020 | Dec. 07, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Commitments And Contingencies [Line Items] | ||||
Deferred underwriting commission per unit (in Dollars per share) | $ 0.35 | |||
Deferred underwriting commissions (in Dollars) | $ 8,000,000 | |||
Issued percent | 80.00% | |||
Profit interest | 50.00% | |||
Ownership interests percent | 59.00% | |||
Outstanding Percent | 13.00% | |||
Sponsor percent | 75.00% | |||
Outstanding common shares percentage | 3.00% | |||
Subject to forfeiture shares, percentage | 20.00% | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Description Of Underwriting Agreement | The underwriters agreed that they will not receive any underwriting discounts or commissions on up to 10% of the Units sold in the Initial Public Offering that may be purchased by certain investors identified by the Sponsor. As a result, the underwriters did not receive $450,000 of the 2% upfront underwriting discount and $787,500 of the 3.5% deferred underwriting discount, in each case attributable to Units sold to certain investors identified by the Sponsor. | |||
Deferred Fee Per Unit Price / shares | $ 0.35 | |||
Deferred underwriters fee | $ 8,067,500 | |||
Common Class A [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Aggregate shares (in Shares) | shares | 3,300,000 | |||
IPO [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Deferred underwriting commission per unit (in Dollars per share) | $ 0.20 | |||
Deferred underwriting commissions (in Dollars) | $ 4,600,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | ||
Deferred underwriters fee | $ 4,610,000 | $ 4,610,000 | ||
Private Placement [Member] | Common Class A [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Aggregate shares (in Shares) | shares | 14,500,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Aggregate purchase price (in Dollars) | $ | $ 145,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
Temporary equity shares outstanding | 22,140,632 | 22,140,632 | 21,082,153 |
Common stock, conversion basis | one-for-one basis | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Percentage of number of shares of common stock outstanding | 20.00% | 20.00% | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 3,159,368 | 3,159,368 | 4,217,847 |
Common stock shares outstanding | 3,159,368 | 3,159,368 | 4,217,847 |
Temporary equity shares outstanding | 22,140,632 | 22,140,632 | 21,082,153 |
Common Stock, Voting Rights | Holders of Class A common stock are entitled to one vote for each share. | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,325,000 | 6,325,000 | 6,325,000 |
Common stock shares outstanding | 6,325,000 | 6,325,000 | 6,325,000 |
Common shares no longer subject to forfeiture | 825,000 | ||
Common stock dividend | 0.1 | 0.1 | |
Aggregate founder shares | 6,325,000 | 6,325,000 | |
Common Stock, Voting Rights | Holders of Class B common stock are entitled to one vote for each share. | ||
Common Class B [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Percentage of number of shares of common stock outstanding | 20.00% | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Common shares subject to forfeiture | 825,000 | ||
Class A common stock subject to possible redemption [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 25,300,000 | 25,300,000 | |
Common stock shares outstanding | 25,300,000 | 25,300,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 5 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 07, 2020 | |
Derivative Warrant Liabilities Details [Line Items] | |||
Public Warrants Expire | 5 years | ||
Price per warrant | $ 0.01 | ||
Share Per Price | $ 10 | ||
Warrant Description | • 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 closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing 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 notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ●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 (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant-holders. The Company will not redeem the warrants as described above 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 period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. | |
Warrant price per share (in Dollars per share) | $ 11.50 | $ 11.50 | |
Business Combination Description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the shares of Founders Stock until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | The Initial Stockholders agreed not to transfer, assign or sell any of the shares of Founders Stock 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 reported closing price 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 period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |
Common Class A [Member] | |||
Derivative Warrant Liabilities Details [Line Items] | |||
Price per warrant | $ 0.361 | ||
Share Per Price | $ 10 | $ 10 | |
Warrant price per share (in Dollars per share) | $ 18 | 18 | |
Business Combination Description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares of Founders Stock held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities Details [Line Items] | |||
Warrants outstanding (in shares) | 8,433,333 | ||
Private Placement [Member] | |||
Derivative Warrant Liabilities Details [Line Items] | |||
Warrants outstanding (in shares) | 4,666,667 | ||
Private Placement [Member] | Common Class A [Member] | |||
Derivative Warrant Liabilities Details [Line Items] | |||
Share Per Price | $ 10 |
Warrants - Additional Informat
Warrants - Additional Information (Detail) - $ / shares | 5 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 07, 2020 | |
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | |
Warrant Description | • 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 closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing 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 notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ●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 (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant-holders. The Company will not redeem the warrants as described above 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 period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. | |
Share Per Price | $ 10 | ||
Redeemable warrant, description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: ●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 determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ●if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant-holders; and ●if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant-holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | ||
Exercisable per share | $ 0.01 | ||
Business Combination [Member] | |||
Class of Warrant or Right [Line Items] | |||
Initial business combination, description | 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 prior to 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, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash 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 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | ||
Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights exercise price per share | 18 | $ 18 | |
Share Per Price | $ 10 | $ 10 | |
Exercisable per share | 0.361 | ||
Redemption warrants price per share | $ 10 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights outstanding | 8,433,333 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Share Per Price | 9.20 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights outstanding | 4,666,667 | ||
Class of warrants or rights exercise price per share | 11.50 | ||
Share Per Price | $ 1.50 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. federal and state net operating loss carryovers | $ 58,714 |
Change in the valuation allowance | $ 24,850 |
Income Tax - Schedule of Net De
Income Tax - Schedule of Net Deferred Tax Asset (Detail) | Dec. 31, 2020USD ($) |
Deferred Tax Asset [Abstract] | |
Net operating loss carryforward | $ 12,330 |
Organizational costs/startup expenses | 12,520 |
Total deferred tax asset | 24,850 |
Valuation allowance | (24,850) |
Deferred tax asset, net | $ 0 |
Income Tax - Schedule of income
Income Tax - Schedule of income tax provision (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (24,850) |
State | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 24,850 |
Income tax provision | $ 0 |
Income Tax - Schedule of Federa
Income Tax - Schedule of Federal Income Tax Rate to The Company's Effective Tax Rate (Detail) | 5 Months Ended |
Dec. 31, 2020 | |
Schedule Of Federal Income Tax Rate To The Company S Effective Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | (17.00%) |
Transaction costs allocated to derivative warrant liabilities | (3.30%) |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (0.70%) |
Income tax provision | 0.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured at Fair Value (Detail) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | |||
Investments held in Trust Account | $ 253,078,907 | $ 253,018,241 | |
Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account | $ 253,018,241 | 253,078,907 | |
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | 13,156,000 | 18,974,999 | |
Level 2 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | $ 7,280,001 | $ 10,500,001 | |
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account | 253,001,608 | ||
Fair Value, Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | 13,156,000 | ||
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | $ 7,280,001 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value of held-to-maturity (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule Of Fair Value Of Held To Maturity [Abstract] | |
Held-To-Maturity | U.S. Treasury Securities (Mature on 5/11/2021) |
Amortized Cost | $ 253,017,318 |
Gross Holding Loss | (15,710) |
Fair Value | $ 253,001,608 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs (Detail) - $ / shares | Dec. 07, 2020 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock price | $ 9.77 | $ 10.33 |
Term (in years) | 5 years 6 months | 5 years 6 months |
Volatility | 25.00% | 25.00% |
Risk-free rate | 0.50% | 0.40% |
Dividend yield | 0.00% | 0.00% |
Probability of completing a Business Combination | 80.00% | |
Discount for lack of marketability | 0.40% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Detail) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of December 31, 2020 | $ 13,156,000 | |
Initial measurement on December 7, 2020 (including over-allotment) | 11,216,333 | |
Change in valuation inputs or other assumptions | (1,096,333) | |
Transfer to Level 1 | (12,059,667) | |
Transfer to Level 2 | ||
Change in fair value | 1,939,667 | |
Fair value as of June 30, 2021 | 13,156,000 | |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of December 31, 2020 | 7,280,001 | |
Initial measurement on December 7, 2020 (including over-allotment) | 6,206,667 | |
Change in valuation inputs or other assumptions | (606,667) | |
Transfer to Level 1 | ||
Transfer to Level 2 | (6,673,334) | |
Change in fair value | 1,073,334 | |
Fair value as of June 30, 2021 | 7,280,001 | |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of December 31, 2020 | 20,436,001 | |
Initial measurement on December 7, 2020 (including over-allotment) | 17,423,000 | |
Change in valuation inputs or other assumptions | (1,703,000) | |
Transfer to Level 1 | (12,059,667) | |
Transfer to Level 2 | (6,673,334) | |
Change in fair value | 3,013,001 | |
Fair value as of June 30, 2021 | $ 20,436,001 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements Details [Line Items] | ||
Fair value transfer Level 1 to Level 3 Amount | $ 0 | |
Cash [Member] | ||
Fair Value Measurements Details [Line Items] | ||
Assets held in trust account | 923 | |
US Treasury Securities [Member] | ||
Fair Value Measurements Details [Line Items] | ||
Assets held in trust account | $ 253,017,318 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements Details [Line Items] | ||
Fair value transfer Level 1 to Level 3 Amount | $ 12,059,667 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements Details [Line Items] | ||
Fair value transfer Level 1 to Level 3 Amount | $ 6,673,334 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 06, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Subsequent Event [Line Items] | |||
Subsequent event description | (a) irrevocably agree to accept the offer in respect of their Navitas Ireland shares made pursuant to the Tender Offer and (b) irrevocably agree to vote their Navitas Delaware shares in favor of the Business Combination Agreement, the Merger and the other Proposed Transactions. | ||
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Shareholder Support Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Subsequent event date | May 6, 2021 | ||
Percentage of voting interests aquired | 50.00% | ||
Subsequent event description | (a) irrevocably agree to accept the offer in respect of their Navitas Ireland shares made pursuant to the Tender Offer and (b) irrevocably agree to vote their Navitas Delaware shares in favor of the Business Combination Agreement, the Merger and the other Proposed Transactions. | ||
Lockup Agreements [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of common shares outstanding | 75.00% | ||
Lockup Agreements [Member] | Lockup Period Upto One Year [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of common shares outstanding | 59.00% | ||
Lockup Agreements [Member] | Lockup Period Upto Three Year [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of common shares outstanding | 13.00% | ||
Lockup Agreements [Member] | Lockup Period Upto Six Months [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of common shares outstanding | 3.00% | ||
Sponsor Letter Amendment [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Percentage of common shares outstanding | 20.00% | ||
Subscription Agreements [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares subscribed | 14,500,000 | ||
Common stock, par value | $ 10 | ||
Common stock subsciptions value | $ 145,000,000 |