Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Dec. 14, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | FirstMark Horizon Acquisition Corp. | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 438,840,000 | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to FirstMark Horizon Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of FirstMark Horizon Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 27, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 8, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Therefore, on December 14, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of October 8, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K/A, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 27, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”). The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures Part IV, Item 15. Exhibits, Financial Statement Schedules In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided with this Amendment No. 2 new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the First Amended Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect any information or events subsequent to the First Amended Filing. This Amendment No. 2 continues to describe the conditions as of the date of the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and with our filings with the SEC subsequent to the First Amended Filing. | |
Entity Central Index Key | 0001822219 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-39585 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 41,400,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,192,781 |
Prepaid expenses | 488,348 |
Total Current Assets | 1,681,129 |
Investments held in Trust Account | 414,005,739 |
Total Assets | 415,686,868 |
Current liabilities: | |
Accrued expenses | 311,002 |
Franchise tax payable | 76,762 |
Total Current Liabilities | 387,764 |
Deferred underwriting commissions | 14,490,000 |
Derivative warrant liabilities | 51,426,800 |
Total Liabilities | 66,304,564 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10 per share | 414,000,000 |
Stockholders’ Deficit: | |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | |
Common stock value | |
Common stock value | 1,035 |
Additional paid-in capital | |
Accumulated deficit | (64,618,731) |
Total Stockholders’ Deficit | (64,617,696) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 415,686,868 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020USD ($)$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 10,350,000 |
Common stock, shares outstanding | 10,350,000 |
Class A Common Stock | |
Common stock subject to possible redemption (in Dollars) | $ | $ 41,400,000 |
Common stock, per share (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, subject to possible redemption (in Dollars per share) | $ / shares | 10 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 41,400,000 |
Class B Common Stock | |
Common Stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 41,400,000 |
Common stock, shares outstanding | 41,400,000 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
General and administrative expenses | $ 146,205 |
General and administrative expenses - related party | 28,387 |
Franchise tax expense | 76,762 |
Loss from operations | (251,354) |
Other income (expense) | |
Loss on sale of fair value of Private Placement Warrants | (1,028,000) |
Change in fair value of derivative warrant liabilities | (17,348,800) |
Financing cost - derivative warrant liabilities | (1,290,820) |
Interest and dividends on investments held in Trust Account | 5,739 |
Net loss | $ (19,913,235) |
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | shares | 25,875,000 |
Basic and diluted net loss per share, common stock (in Dollars per share) | $ / shares | $ (0.56) |
Weighted average common stock outstanding Class B common stock, basic and diluted (in Shares) | shares | 9,843,750 |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares | $ (0.56) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 12, 2020 | |||||
Balance (in Shares) at Aug. 12, 2020 | |||||
Issuance of Class B common stock to Sponsors | $ 1,035 | 23,965 | 25,000 | ||
Issuance of Class B common stock to Sponsors (in Shares) | 10,350,000 | ||||
Accretion of Class A common stock subject to possible redemption | (23,965) | (44,705,496) | (44,729,461) | ||
Net loss | (19,913,235) | (19,913,235) | |||
Balance at Dec. 31, 2020 | $ 1,035 | $ (64,618,731) | $ (64,617,696) | ||
Balance (in Shares) at Dec. 31, 2020 | 10,350,000 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (19,913,235) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Financing cost - derivative warrant liabilities | 1,290,820 |
Change in fair value of derivative warrant liabilities | 17,348,800 |
Interest and dividends on investments held in Trust Account | (5,739) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (488,348) |
Accrued expenses | 36,824 |
Franchise tax payable | 76,762 |
Net cash used in operating activities | (1,654,116) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholders | 25,000 |
Proceeds received from initial public offering | 414,000,000 |
Offering costs paid | (8,486,103) |
Proceeds from private placement | 11,308,000 |
Net cash provided by financing activities | 416,846,897 |
Net increase in cash | 1,192,781 |
Cash - beginning of the period | |
Cash - end of the period | 1,192,781 |
Supplemental disclosure of noncash activities: | |
Deferred offering costs included in accrued expenses | 274,177 |
Deferred underwriting commissions in connection with the initial public offering | 14,490,000 |
Offering costs charged to additional paid-in capital in connection with the initial public offering | $ 480,281 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | FirstMark Horizon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 13, 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 an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 13, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering became effective on October 5, 2020. On October 8, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,853,333 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 approximately $10.3 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its 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 law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 8, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Amended and Restated Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, 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. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, 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 seek access to 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from August 13, 2020 (inception) through December 31, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $1.2 million in its operating bank account, approximately $5,700 of interest income available in the Trust Account to pay the Company’s franchise and income tax obligations and working capital of approximately $1.3 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company’s liquidity needs to date have been satisfied through the $25,000 proceeds received from the sale of its Founder Shares (as defined below) to the Sponsor, the loan proceeds under a promissory note of $167,000 from the Sponsor to cover the Company’s offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The balance of the promissory note was fully repaid on October 8, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 8, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2—RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A common stock that the Company issued in October 2020 (collectively “Warrants”), the Company’s previously issued financial statements for the year ended December 31, 2020 should no longer be relied upon. As such, the Company restated its financial statements in Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020. Amendment 2 The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 27, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on October 14, 2020 (the “Post-IPO Balance Sheet”), and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 27, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021. The change in the carrying value of the redeemable shares of Class A common stock in the Post-IPO Balance Sheet resulted in a decrease of approximately $6.3 million in additional paid-in capital and an increase of approximately $45.7 million to accumulated deficit, as well as a reclassification of 5,206,820 shares of Class A common stock from permanent equity to temporary equity as presented below. October 8, 2020 - IPO Balance Sheet As Adjustment As Restated Total assets $ 416,381,229 $ - $ 416,381,229 Total liabilities $ 49,449,421 $ - $ 49,449,421 Class A common stock subject to possible redemption 361,931,800 52,068,200 414,000,000 Preferred stock - - - Class A common stock 521 (521 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 6,334,183 (6,334,183 ) - Accumulated deficit (1,335,731 ) (45,733,496 ) (47,069,227 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (52,068,200 ) $ (47,068,192 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 416,381,229 $ - $ 416,381,229 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: December 31, 2020 As Adjustment As Restated Total assets $ 415,686,868 $ - $ 415,686,868 Total liabilities $ 66,304,564 $ - $ 66,304,564 Class A common stock subject to possible redemption 344,382,300 (344,382,300 ) - Preferred stock - - - Class A common stock 696 (696 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 24,911,508 (24,911,508 ) - Accumulated deficit (19,913,235 ) 369,294,504 349,381,269 Total stockholders’ equity (deficit) $ 5,000,004 $ 344,382,300 $ 349,382,304 Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,686,868 $ - $ 415,686,868 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from August 13, 2020 (inception) through December 31, 2020: Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 361,931,800 $ (361,931,800 ) $ - Change in value of Class A common stock subject to possible redemption $ (17,549,500 ) $ 17,549,500 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from August 13, 2020 (inception) through December 31, 2020: Earnings Per Share for Class A Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 36,172,534 (10,297,534 ) 25,875,000 Basic and diluted earnings per share $ 0.00 $ (0.56 ) $ (0.56 ) Earnings Per Share for Class B Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 13,617,167 (3,773,417 ) 9,843,750 Basic and diluted earnings per share $ (1.46 ) $ 0.90 $ (0.56 ) |
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 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 $414,005,739 in cash equivalents held in the Trust Account as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value Measurement 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. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to fair value for its investments in money market funds with published NAV. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $1.3 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock 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 the occurrence of uncertain future events. Accordingly, since the Initial Public Offering, 41,400,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 13,800,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering and simultaneously issued 6,853,333 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize 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 at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO and the Private Placement to purchase an aggregate of 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 13, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For The Period From Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,425,336 ) $ (5,487,899 ) Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 9,843,750 Basic and diluted net loss per common stock $ (0.56 ) $ (0.56 ) 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 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. As of December 31, 2020, the Company has aggregate deferred tax assets of approximately $267,000 and has recognized a full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On October 8, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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 7). |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On August 18, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Company transferred an aggregate of 120,000 Founder Shares to certain members of the Company’s management team. On October 5, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 10,230,000 Founder Shares and there being an aggregate of 10,350,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on October 6, 2020; thus, the 1,350,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale 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, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,853,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 7 under “Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 18, 2020, 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 bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $167,000 under the Note. The Company repaid the Note in full on October 8, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provides that, commencing on October 6, 2020, through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to the registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.28 million in the aggregate, which was paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $14.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company had 13,800,000 Public Warrants and 6,853,333 Private 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 has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants 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 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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, 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 (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (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 to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. 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: Once the warrants become exercisable, the 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days 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). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 5 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 8—Class A Common Stock Subject to Possible Redemption 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 the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 41,400,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (22,770,000 ) Offering costs allocated to Class A common stock subject to possible redemption (21,959,461 ) Plus: Accretion on Class A common stock subject to possible redemption amount 44,729,461 Class A common stock subject to possible redemption $ 414,000,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 9—Stockholders’ Deficit Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred Stock |
Income Taxes
Income Taxes | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from August 13, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following for the period from August 13, 2020 (inception) through December 31, 2020: Current Federal $ - State - Deferred Federal (267,459 ) State - Valuation allowance 267,459 Income tax provision $ - The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Start-up/Organization costs $ 252,544 Net operating loss carryforwards 14,915 Total deferred tax assets 267,459 Valuation allowance (267,459 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from August 13, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in fair value of warrant liabilities and related financing costs (19.7 ) Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 % |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11—Fair Value Measurements The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account 414,005,739 - - $ 414,005,739 Liabilities: Derivative public warrant liabilities (Restated) $ 34,362,000 $ - $ - $ 34,362,000 Derivative private warrant liabilities (Restated) $ - $ - $ 17,064,800 $ 17,064,800 Total fair value $ 448,367,739 $ - $ 17,064,800 $ 465,432,539 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as of December 31, 2020 on account of the separate listing and trading in an active market the Public Warrants as of November 25, 2020. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 31, 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $17.3 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. The future stock price of the Company is modeled assuming a Geometric Brownian Motion (GBM) in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. Inherent in a Binomial Lattice simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of As of Exercise Price $ 11.50 $ 11.50 Option term (in years) 5 5 Volatility 45 % 34 % Risk-free interest rate 0.43 % 0.47 % Expected dividends 0 % 0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from August 13, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at August 13, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 measurements 34,078,000 Transfer of Public Warrants to Level 1 (22,770,000 ) Change in fair value of derivative warrant liabilities, Level 3 5,756,800 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 17,064,800 |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date on which the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than as described below, that would have required adjustment or disclosure in the financial statements. On December 6, 2021, the Sponsor agreed to loan the Company an aggregate of up to $1,500,000 to cover expenses related to the Business Combination pursuant to a promissory note (the “Second Note”). This loan was non-interest bearing and payable upon the completion of the Business Combination. The Company borrowed $800,000 under the Note. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $414,005,739 in cash equivalents held in the Trust Account as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest and dividends from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value Measurement | Fair Value Measurement 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. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to fair value for its investments in money market funds with published NAV. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $1.3 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock 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 the occurrence of uncertain future events. Accordingly, since the Initial Public Offering, 41,400,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 13,800,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering and simultaneously issued 6,853,333 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize 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 at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to fair value for its investments in money market funds with published NAV. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $1.3 million is included in financing cost - derivative warrant liabilities in the statement of operations. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock 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 the occurrence of uncertain future events. Accordingly, since the Initial Public Offering, 41,400,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 13,800,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering and simultaneously issued 6,853,333 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize 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 at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially and subsequently measured at fair value using a Binomial Lattice simulation model at each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO and the Private Placement to purchase an aggregate of 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 13, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For The Period From Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,425,336 ) $ (5,487,899 ) Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 9,843,750 Basic and diluted net loss per common stock $ (0.56 ) $ (0.56 ) |
Income Taxes | 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 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. As of December 31, 2020, the Company has aggregate deferred tax assets of approximately $267,000 and has recognized a full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of balance sheets | October 8, 2020 - IPO Balance Sheet As Adjustment As Restated Total assets $ 416,381,229 $ - $ 416,381,229 Total liabilities $ 49,449,421 $ - $ 49,449,421 Class A common stock subject to possible redemption 361,931,800 52,068,200 414,000,000 Preferred stock - - - Class A common stock 521 (521 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 6,334,183 (6,334,183 ) - Accumulated deficit (1,335,731 ) (45,733,496 ) (47,069,227 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (52,068,200 ) $ (47,068,192 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 416,381,229 $ - $ 416,381,229 December 31, 2020 As Adjustment As Restated Total assets $ 415,686,868 $ - $ 415,686,868 Total liabilities $ 66,304,564 $ - $ 66,304,564 Class A common stock subject to possible redemption 344,382,300 (344,382,300 ) - Preferred stock - - - Class A common stock 696 (696 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 24,911,508 (24,911,508 ) - Accumulated deficit (19,913,235 ) 369,294,504 349,381,269 Total stockholders’ equity (deficit) $ 5,000,004 $ 344,382,300 $ 349,382,304 Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,686,868 $ - $ 415,686,868 |
Schedule of statements of operations | Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 361,931,800 $ (361,931,800 ) $ - Change in value of Class A common stock subject to possible redemption $ (17,549,500 ) $ 17,549,500 $ - Earnings Per Share for Class A Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 36,172,534 (10,297,534 ) 25,875,000 Basic and diluted earnings per share $ 0.00 $ (0.56 ) $ (0.56 ) Earnings Per Share for Class B Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 13,617,167 (3,773,417 ) 9,843,750 Basic and diluted earnings per share $ (1.46 ) $ 0.90 $ (0.56 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per share of common stock | For The Period From Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,425,336 ) $ (5,487,899 ) Denominator: Basic and diluted weighted average common stock outstanding 25,875,000 9,843,750 Basic and diluted net loss per common stock $ (0.56 ) $ (0.56 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Class A common stock subject to possible redemption reflected on the balance sheet is reconciled | Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (22,770,000 ) Offering costs allocated to Class A common stock subject to possible redemption (21,959,461 ) Plus: Accretion on Class A common stock subject to possible redemption amount 44,729,461 Class A common stock subject to possible redemption $ 414,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | Current Federal $ - State - Deferred Federal (267,459 ) State - Valuation allowance 267,459 Income tax provision $ - |
Schedule of deferred tax assets or liabilities | Deferred tax assets: Start-up/Organization costs $ 252,544 Net operating loss carryforwards 14,915 Total deferred tax assets 267,459 Valuation allowance (267,459 ) Deferred tax asset, net of allowance $ - |
Schedule of federal income tax rate to the Company’s effective tax rate | Statutory Federal income tax rate 21.0 % Change in fair value of warrant liabilities and related financing costs (19.7 ) Change in Valuation Allowance (1.3 )% Income Taxes Benefit 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on recurring basis | Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account 414,005,739 - - $ 414,005,739 Liabilities: Derivative public warrant liabilities (Restated) $ 34,362,000 $ - $ - $ 34,362,000 Derivative private warrant liabilities (Restated) $ - $ - $ 17,064,800 $ 17,064,800 Total fair value $ 448,367,739 $ - $ 17,064,800 $ 465,432,539 |
Schedule of fair value measurements | As of As of Exercise Price $ 11.50 $ 11.50 Option term (in years) 5 5 Volatility 45 % 34 % Risk-free interest rate 0.43 % 0.47 % Expected dividends 0 % 0 % |
Schedule of change in the fair value of derivative warrant liabilities | Derivative warrant liabilities at August 13, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 measurements 34,078,000 Transfer of Public Warrants to Level 1 (22,770,000 ) Change in fair value of derivative warrant liabilities, Level 3 5,756,800 Derivative warrant liabilities - Level 3, at December 31, 2020 $ 17,064,800 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Oct. 08, 2020 | Dec. 31, 2020 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Per share unit (in Dollars per share) | $ 10 | |
Initial public offering, description | Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. | |
Aggregate fair market value, percentage | 80.00% | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Net tangible assets | $ 5,000,001 | |
Aggregate public shares, percentage | 15.00% | |
Redeem public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Operating bank account | 1,200,000 | |
Interest income trust account | 5,700 | |
Working capital | 1,300,000 | |
Loan proceeds under a promissory note | 167,000 | |
IPO [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 41,400,000 | |
Generating proceeds | $ 25,000 | |
Over-Allotment Option [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Additional unit of shares (in Shares) | 5,400,000 | |
Per share unit (in Dollars per share) | $ 10 | |
Generating proceeds | $ 414,000,000 | |
Offering costs | 23,300,000 | |
Deferred underwriting commissions | $ 14,500,000 | |
Private Placement [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Per share unit (in Dollars per share) | $ 1.50 | |
Generating proceeds | $ 10,300,000 | |
Purchase of warrants (in Shares) | 6,853,333 | |
Business Combination [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Percentage of outstanding voting securities | 50.00% | |
Business combination, description | Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. 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 (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 discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020USD ($)shares |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Net tangible assets | $ 5,000,001 |
Additional paid-in capital | 6,300,000 |
Accumulated deficit | $ (64,618,731) |
Issuance of shares (in Shares) | shares | 5,206,820 |
Class A Common Stock [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Accumulated deficit | $ 45,700,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheets - USD ($) | Dec. 31, 2020 | Oct. 08, 2020 |
As Previously Restated in 10-K/A Amendment No. 1 [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 415,686,868 | $ 416,381,229 |
Total liabilities | 66,304,564 | 49,449,421 |
Class A common stock subject to possible redemption | 344,382,300 | 361,931,800 |
Preferred stock | ||
Class A common stock | 696 | 521 |
Class B common stock | 1,035 | 1,035 |
Additional paid-in capital | 24,911,508 | 6,334,183 |
Accumulated deficit | (19,913,235) | (1,335,731) |
Total stockholders’ equity (deficit) | 5,000,004 | 5,000,008 |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | 415,686,868 | 416,381,229 |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | 415,686,868 | 416,381,229 |
Total liabilities | 66,304,564 | 49,449,421 |
Class A common stock subject to possible redemption | 414,000,000 | |
Preferred stock | ||
Class A common stock | ||
Class B common stock | 1,035 | 1,035 |
Additional paid-in capital | ||
Accumulated deficit | 349,381,269 | (47,069,227) |
Total stockholders’ equity (deficit) | 349,382,304 | (47,068,192) |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | 415,686,868 | 416,381,229 |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Total liabilities | ||
Class A common stock subject to possible redemption | (344,382,300) | 52,068,200 |
Preferred stock | ||
Class A common stock | (696) | (521) |
Class B common stock | ||
Additional paid-in capital | (24,911,508) | (6,334,183) |
Accumulated deficit | 369,294,504 | (45,733,496) |
Total stockholders’ equity (deficit) | 344,382,300 | (52,068,200) |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Previously Restated in 10-K/A Amendment No. 1 [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Initial value of Class A common stock subject to possible redemption | $ 361,931,800 |
Change in value of Class A common stock subject to possible redemption | (17,549,500) |
As Previously Restated in 10-K/A Amendment No. 1 [Member] | Earnings Per Share For Class A Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | $ (19,913,235) |
Weighted average shares outstanding (in Shares) | shares | 36,172,534 |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ 0 |
As Previously Restated in 10-K/A Amendment No. 1 [Member] | Earnings Per Share For Class B Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | $ (19,913,235) |
Weighted average shares outstanding (in Shares) | shares | 13,617,167 |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (1.46) |
Adjustment [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Initial value of Class A common stock subject to possible redemption | $ (361,931,800) |
Change in value of Class A common stock subject to possible redemption | 17,549,500 |
Adjustment [Member] | Earnings Per Share For Class A Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | |
Weighted average shares outstanding (in Shares) | shares | (10,297,534) |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (0.56) |
Adjustment [Member] | Earnings Per Share For Class B Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | |
Weighted average shares outstanding (in Shares) | shares | (3,773,417) |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ 0.90 |
As Restated [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Initial value of Class A common stock subject to possible redemption | |
Change in value of Class A common stock subject to possible redemption | |
As Restated [Member] | Earnings Per Share For Class A Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | $ (19,913,235) |
Weighted average shares outstanding (in Shares) | shares | 25,875,000 |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (0.56) |
As Restated [Member] | Earnings Per Share For Class B Common Stock [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | $ (19,913,235) |
Weighted average shares outstanding (in Shares) | shares | 9,843,750 |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (0.56) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Cash equivalent in trust account | $ | $ 414,005,739 |
Federal depository insurance coverage amount | $ | $ 250,000 |
Term of restricted investments | 185 days |
Issued, price per share | $ / shares | $ 1 |
Deferred tax assets | $ | $ 267,000 |
Minimum [Member] | Business Combination [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Business interest limitation percentage | 30.00% |
Maximum [Member] | Business Combination [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Business interest limitation percentage | 50.00% |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering cost | $ | $ 1,300,000 |
Private Placement [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Issued private placement warrants | 6,853,333 |
Purchase of aggregate shares | 20,653,333 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Common stock subject to possible redemption | 41,400,000 |
Warrant to purchase shares | 13,800,000 |
Issued private placement warrants | 500,000,000 |
Class A Common Stock [Member] | Private Placement [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Issued, price per share | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per share of common stock | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A Common Stock [Member] | |
Numerator: | |
Allocation of net loss | $ | $ (14,425,336) |
Denominator: | |
Basic and diluted weighted average common stock outstanding | shares | 25,875,000 |
Basic and diluted net loss per common stock | $ / shares | $ (0.56) |
Class B Common Stock [Member] | |
Numerator: | |
Allocation of net loss | $ | $ (5,487,899) |
Denominator: | |
Basic and diluted weighted average common stock outstanding | shares | 9,843,750 |
Basic and diluted net loss per common stock | $ / shares | $ (0.56) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 08, 2020 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 414,000,000 | $ 414,000,000 |
Offering costs | 23,300,000 | |
Deferred underwriting commissions | $ 14,500,000 | |
Common stock, description | Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each 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 7). | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Unit issued (in Shares) | 41,400,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Unit issued including | $ 5,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 08, 2020 | Oct. 06, 2020 | Oct. 05, 2020 | Aug. 18, 2020 | Aug. 18, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Per share unit | $ 10 | |||||
Warrant exercise price | 11.50 | |||||
Per share price | $ 1 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Administrative and support service expenses | $ 10,000 | |||||
Sponsor [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares subject to forfeiture | 1,350,000 | |||||
Per share unit | $ 10 | |||||
Gross proceeds | $ 414,000,000 | |||||
Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants, shares | 6,853,333 | |||||
Per share unit | $ 1.50 | |||||
Gross proceeds | $ 10,300,000 | |||||
IPO [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Gross proceeds | $ 25,000 | |||||
Loan amount | $ 300,000 | |||||
Borrowed amount | $ 167,000 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate price | $ 25,000 | |||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of shares | 8,625,000 | |||||
Common stock, par value | 0.0001 | 0.0001 | ||||
Description of founder shares | the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 10,230,000 Founder Shares and there being an aggregate of 10,350,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of shares | 120,000 | |||||
Aggregate price | $ 25,000 | |||||
Founder Shares [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale 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, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. | |||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Warrant exercise price | $ 11.50 | |||||
Per share price | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Thousands | 5 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount per share | $ / shares | $ 0.20 |
Underwriting expense | $ | $ 8,280 |
Additional fee per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions | $ | $ 14,500 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant exercise price | $ 11.50 |
Warrant expire term | 5 years |
Description of sale of stock | 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants 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 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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] | |
Warrant | shares | 13,800,000 |
Private Placement [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Shares, outstanding | shares | 6,853,333 |
Class A Common Stock [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants price per share | $ 10 |
Redemption of warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days 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). |
Class A Common Stock [Member] | Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (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 to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
Class A Common Stock [Member] | Private Placement [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant exercise price | $ 11.50 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] | Dec. 31, 2020$ / sharesshares |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Shares issued | 500,000,000 |
Par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock outstanding | 41,400,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Class A common stock subject to possible redemption reflected on the balance sheet is reconciled | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of Class A common stock subject to possible redemption reflected on the balance sheet is reconciled [Abstract] | |
Gross proceeds from Initial Public Offering | $ 414,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (22,770,000) |
Offering costs allocated to Class A common stock subject to possible redemption | (21,959,461) |
Plus: | |
Accretion on Class A common stock subject to possible redemption amount | 44,729,461 |
Class A common stock subject to possible redemption | $ 414,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | Oct. 06, 2020 | Oct. 05, 2020 | Aug. 18, 2020 | Dec. 31, 2020 |
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares issued | 10,350,000 | |||
Converted percentage | 20.00% | |||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||
Class A Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares issued | 41,400,000 | |||
Shares issued | 500,000,000 | |||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||
Class B Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares issued | 41,400,000 | |||
Shares issued | 8,625,000 | |||
Aggregate Price (in Dollars) | $ 25,000 | |||
Description of reverse stock split | the Company effected a 1:1.2 stock split of its Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding, including an aggregate of up to 1,350,000 shares of Class B common stock that were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. All shares and associated amounts have been retroactively restated to reflect the stock split. | |||
Shares subject to forfeiture | 1,350,000 | |||
Class B Common Stock [Member] | Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | |
State | |
Deferred | |
Federal | (267,459) |
State | |
Valuation allowance | 267,459 |
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets or liabilities | Dec. 31, 2020USD ($) |
Schedule of deferred tax assets or liabilities [Abstract] | |
Start-up/Organization costs | $ 252,544 |
Net operating loss carryforwards | 14,915 |
Total deferred tax assets | 267,459 |
Valuation allowance | (267,459) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal income tax rate to the Company’s effective tax rate | 12 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 warrant liabilities and related financing costs | (19.70%) |
Change in Valuation Allowance | (1.30%) |
Income Taxes Benefit | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of derivative warrant liabilities | $ 17.3 |
Dividend rate | 0.00% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on recurring basis | Dec. 31, 2020USD ($) |
Assets: | |
Investments held in Trust Account | $ 414,005,739 |
Liabilities: | |
Total fair value | 465,432,539 |
Public Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | 34,362,000 |
Private Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | 17,064,800 |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account | 414,005,739 |
Liabilities: | |
Total fair value | 448,367,739 |
Level 1 [Member] | Public Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | 34,362,000 |
Level 1 [Member] | Private Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | |
Level 2 [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Total fair value | |
Level 2 [Member] | Public Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | |
Level 2 [Member] | Private Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | |
Level 3 [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Total fair value | 17,064,800 |
Level 3 [Member] | Public Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | |
Level 3 [Member] | Private Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities (Restated) | $ 17,064,800 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares | 2 Months Ended | 5 Months Ended |
Oct. 08, 2020 | Dec. 31, 2020 | |
Schedule of fair value measurements [Abstract] | ||
Exercise Price (in Dollars per share) | $ 11.50 | $ 11.50 |
Option term (in years) | 5 years | 5 years |
Volatility | 45.00% | 34.00% |
Risk-free interest rate | 0.43% | 0.47% |
Expected dividends | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of derivative warrant liabilities | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of change in the fair value of derivative warrant liabilities [Abstract] | |
Derivative warrant liabilities, begining balance | |
Issuance of Public and Private Warrants, Level 3 measurements | 34,078,000 |
Transfer of Public Warrants to Level 1 | (22,770,000) |
Change in fair value of derivative warrant liabilities, Level 3 | 5,756,800 |
Derivative warrant liabilities, ending balance | $ 17,064,800 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Dec. 06, 2021USD ($) |
Subsequent Events (Details) [Line Items] | |
Cover expenses | $ 1,500,000 |
Borrowed | $ 800,000 |