Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 28, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39609 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2096734 | |
Entity Address, Address Line One | 10590 Hamilton Avenue | |
Entity Address, City or Town | Cincinnati | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45231 | |
City Area Code | (513) | |
Local Phone Number | 851-4900 | |
Document Period End Date | Jun. 30, 2021 | |
Entity Registrant Name | Hillman Solutions Corp. | |
Entity Central Index Key | 0001822492 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 187,746,121 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common stock, par value $0.0001 per share | ||
Document and Entity Information | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | HLMN | |
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | ||
Document and Entity Information | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | HLMNW |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 85,485 | $ 1,017,406 |
Prepaid expenses | 132,432 | 105,838 |
Total current assets | 217,917 | 1,123,244 |
Cash and marketable securities held in trust | 500,010,358 | 500,078,624 |
Deferred tax asset | 0 | 0 |
Total assets | 500,228,275 | 501,201,868 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 113,018 | 127,450 |
Total current liabilities | 113,018 | 127,450 |
Deferred underwriting commissions | 17,500,000 | 17,500,000 |
Warrant derivative liability | 74,840,000 | 55,720,000 |
Total liabilities | 92,453,018 | 73,347,450 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, 40,276,690 and 42,278,793 shares, respectively, at redemption value of $10.00 per share | 500,000,000 | 422,854,408 |
Stockholder's Equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 33,888,383 | |
Accumulated deficit | (92,225,993) | (28,890,395) |
Total stockholders' equity | (92,224,743) | 5,000,010 |
Total liabilities and stockholders' equity | 500,228,275 | 501,201,868 |
Class A common stock | ||
Stockholder's Equity: | ||
Common stock | 0 | 772 |
Total stockholders' equity | 0 | 772 |
Class B common stock | ||
Stockholder's Equity: | ||
Common stock | 1,250 | 1,250 |
Total stockholders' equity | $ 1,250 | $ 1,250 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Redeemable shares issued (in shares) | 50,000,000 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Class A common stock | ||
Shares subject to possible redemption | 50,000,000 | 42,278,793 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 380,000,000 | 380,000,000 |
Common stock issued | 0 | 7,721,207 |
Common stock outstanding | 0 | 7,721,207 |
Class B common stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 20,000,000 | 20,000,000 |
Common stock issued | 12,500,000 | 12,500,000 |
Common stock outstanding | 12,500,000 | 12,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expenses: | ||||
General and administrative expenses | $ (481,780) | $ 0 | $ (990,698) | $ 0 |
Loss from operations | (481,780) | 0 | (990,698) | 0 |
Other income (expense): | ||||
Interest income | 12,620 | 0 | 31,537 | 0 |
Gain (loss) on warrant derivative liability | (30,330,000) | 0 | (19,120,000) | 0 |
Total other income (expense) | (30,317,380) | 0 | (19,088,463) | 0 |
Loss before taxes | (30,799,160) | 0 | (20,079,161) | 0 |
Tax benefit (provision) | 0 | 0 | 0 | 0 |
Net Loss | $ (30,799,160) | $ 0 | $ (20,079,161) | $ 0 |
Basic and diluted loss per share: | ||||
Net loss per share available to common shares | $ (1.82) | $ 0 | $ (1.09) | $ 0 |
Basic and diluted weighted average number of shares outstanding | 16,954,225 | 6,037,500 | 18,394,339 | 6,037,500 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stock | Class B common stock | Additional Paid-in Capital | Accumulated deficit | Subscription note receivable, affiliates | Total |
Balance at Dec. 31, 2019 | $ 694 | $ 306 | $ (1,000) | |||
Balance (in shares) at Dec. 31, 2019 | 6,943,125 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | $ 0 | 0 | $ 0 | 0 | $ 0 |
Balance at Mar. 31, 2020 | $ 694 | 306 | (1,000) | |||
Balance (in shares) at Mar. 31, 2020 | 6,943,125 | |||||
Balance at Dec. 31, 2019 | $ 694 | 306 | (1,000) | |||
Balance (in shares) at Dec. 31, 2019 | 6,943,125 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 0 | |||||
Balance at Jun. 30, 2020 | $ 694 | 306 | (1,000) | |||
Balance (in shares) at Jun. 30, 2020 | 6,943,125 | |||||
Balance at Mar. 31, 2020 | $ 694 | 306 | (1,000) | |||
Balance (in shares) at Mar. 31, 2020 | 6,943,125 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 0 | $ 0 | 0 | 0 | 0 | 0 |
Balance at Jun. 30, 2020 | $ 694 | 306 | (1,000) | |||
Balance (in shares) at Jun. 30, 2020 | 6,943,125 | |||||
Balance at Dec. 31, 2020 | $ 772 | $ 1,250 | 33,888,383 | (28,890,395) | 0 | 5,000,010 |
Balance (in shares) at Dec. 31, 2020 | 7,721,207 | 12,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class A shares subject to redemption | $ (108) | $ 0 | (10,719,891) | 0 | 0 | (10,719,999) |
Class A shares subject to redemption (in shares) | (1,076,380) | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | 10,719,999 | 0 | 10,719,999 |
Balance at Mar. 31, 2021 | $ 664 | $ 1,250 | 23,168,492 | (18,170,396) | 0 | 5,000,010 |
Balance (in shares) at Mar. 31, 2021 | 6,644,827 | 12,500,000 | ||||
Balance at Dec. 31, 2020 | $ 772 | $ 1,250 | 33,888,383 | (28,890,395) | 0 | 5,000,010 |
Balance (in shares) at Dec. 31, 2020 | 7,721,207 | 12,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (20,079,161) | |||||
Balance at Jun. 30, 2021 | $ 0 | $ 1,250 | 0 | (92,225,993) | 0 | (92,224,743) |
Balance (in shares) at Jun. 30, 2021 | 0 | 12,500,000 | ||||
Balance at Mar. 31, 2021 | $ 664 | $ 1,250 | 23,168,492 | (18,170,396) | 0 | 5,000,010 |
Balance (in shares) at Mar. 31, 2021 | 6,644,827 | 12,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class A shares subject to redemption | $ (664) | $ 0 | (23,168,492) | (43,256,437) | 0 | (66,425,593) |
Class A shares subject to redemption (in shares) | (6,644,827) | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (30,799,160) | 0 | (30,799,160) |
Balance at Jun. 30, 2021 | $ 0 | $ 1,250 | $ 0 | $ (92,225,993) | $ 0 | $ (92,224,743) |
Balance (in shares) at Jun. 30, 2021 | 0 | 12,500,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (20,079,161) | $ 0 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Trust account interest income | (31,537) | 0 |
(Gain) loss on warrant derivative liability | 19,120,000 | 0 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (26,594) | 0 |
Increase (decrease) in accounts payable and accrued liabilities | (14,432) | 0 |
Net cash used in operating activities | (1,031,724) | 0 |
Cash flows from investing activities: | ||
Cash withdrawn from trust account for tax payments | 99,803 | 0 |
Net cash provided by investing activities | 99,803 | 0 |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (931,921) | 0 |
Cash and cash equivalents at beginning of period | 1,017,406 | 0 |
Cash and cash equivalents at end of period | 85,485 | 0 |
Supplemental schedule of non-cash financing activities: | ||
Change in value of common shares subject to possible conversion | $ (77,145,592) | $ 0 |
Nature of Business and Subseque
Nature of Business and Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business and Subsequent Event | |
Nature of Business and Subsequent Event | 1. Nature of Business and Subsequent Event Business Landcadia Holdings III, Inc., (the “Company,” “we,” “us” or “our”), was formed as Automalyst LLC, a Delaware limited liability company on March 13, 2018 and converted into a Delaware corporation on August 24, 2020. We consummated an initial public offering (“Public Offering”) on October 14, 2020. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On January 24, 2021, we entered into an Agreement and Plan of Merger with HMAN Group Holdings Inc., a Delaware corporation (“Hillman”). All activity through June 30, 2021 relates to the Company’s formation and Public Offering, which is described below, identifying a target company for a Business Combination and the consummation of a transaction with Hillman. Sponsors The Company’s sponsors were TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s former Co-Chairman and Chief Executive Officer. Financing The Company financed its Business Combination in part with proceeds from its $500,000,000 Public Offering and $12,000,000 private placement (the “Private Placement”) of private placement warrants (the “Sponsor Warrants”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on October 8, 2020. The Company consummated the Public Offering of 50,000,000 units (the “Units”), at $10.00 per Unit on October 14, 2020, generating gross proceeds of $500,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant, generating proceeds of $12,000,000. Upon the closing of the Public Offering and Private Placement, $500,000,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The underwriters did not exercise their option to purchase additional units. Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (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. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by October 14, 2022 (within 24 months from the closing of the Public Offering ); or to provide for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. The Company’s third amended and restated certificate of incorporation became effective upon closing of the Business Combination on July 14, 2021. Initial Business Combination The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. The Company completed its initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to the shares of Class B common stock, par value $0.0001 per share, of the Company (“Founder Shares”) and Public Shares held by them in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by October 14, 2022, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination by October 14, 2022, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, sought stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company would seek stockholder approval of the Business Combination or allow stockholders to sell their shares in a tender offer was made by the Company, solely in its discretion, and was based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. However, in no event would the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not have proceeded with the redemption of the Public Shares and the related Business Combination, and instead would have searched for an alternate Business Combination. On July 13, 2021, the Company held a special meeting of it’s stockholders in which the majority of the Company’s stockholders voted to approve the Business Combination. There were no stockholder redemptions of public shares in connection with the Business Combination Notwithstanding the foregoing redemption rights, when the Company sought stockholder approval of the Business Combination and it did not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provided 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 Exchange Act of 1934, as amended (the “Exchange Act”)), would be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($500,000,000 held in the Trust Account divided by 50,000,000 Public Shares). See Note 2. The Company had until October 14, 2022, to complete the Business Combination. If the Company did not complete the Business Combination within this period of time, it would have (i) ceased all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeemed the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolved and liquidated, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its Business Combination by October 14, 2022; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submitted the Business Combination to the Company’s public stockholders for a vote, such parties would vote their Founder Shares and any Public Shares they owned in favor of the Business Combination. All such shares voted to approve the Business Combination. Subsequent Events On July 14, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Closing”) pursuant to the terms of the Agreement and Plan of Merger, dated as of January 24, 2021 (as amended on March 12, 2021, and as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among Landcadia, Helios Sun Merger Sub, a wholly-owned subsidiary of Landcadia (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the Stockholder Representative thereunder (the “Stockholder Representative”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of New Hillman, which was renamed “Hillman Solutions Corp.” (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In accordance with the terms and subject to the conditions set forth in the Merger Agreement, the Company paid aggregate consideration in the form of New Hillman common stock calculated as described herein and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock of Landcadia, valued at $10.00 per share, that TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc., (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”) agreed to forfeit at the Closing. Pursuant to the Amended and Restated Letter Agreement, dated as of January 24, 2021 (the “A&R Letter Agreement”), by and among Landcadia, its officers, its directors, and the Sponsors, the Sponsors forfeited a total of 3,828,000 shares of Landcadia Class B common stock (the “Sponsor Forfeited Shares”), with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor. See Note 6 for further information. We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein. Fiscal Year End The Company has a December 31 fiscal year-end. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10-K/A filed with the SEC on May 3, 2021. Use of Estimates The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant derivative liabilities. Emerging Growth Company Prior to the completion of the Business Combination on July14, 2021, the Company was an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash and marketable securities held in trust and warrant derivative liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 8 for further information. Offering Costs Total offering costs were $775,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 were deferred until the completion of the Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated apportion of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $113,018 as of June 30, 2021, and primarily consist of accounting and legal expenses related to the Business Combination and Delaware franchise tax expenses. Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income (loss) per common share for the three and six months ended June 30, 2021 and 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted income (loss) per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ended June 30, 2021 and 2020, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for all periods presented. Further, in accordance with FASB ASC 260, the income (loss) per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Numerator: Net loss - basic and diluted $ (30,799,160) $ — $ (20,079,161) $ — Less: Income attributable to common stock subject to possible redemption — — — — Net loss available to common shares $ (30,799,160) $ — $ (20,079,161) $ — Demoninator: Weighted average number of shares - basic 16,954,225 6,037,500 18,394,339 6,037,500 Warrants — — — — Weighted average number of shares - diluted 16,954,225 6,037,500 18,394,339 6,037,500 Basic and diluted loss available to common shares $ (1.82) $ — $ (1.09) $ — Income Taxes The Company was taxed as a limited liability company prior to August 24, 2020, therefore all tax implications were the responsibility of its member. As of August 24, 2020, the Company elected to be taxed as a C Corporation. The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of June 30, 2021 and 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021 and 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 effective tax rate was 21.0%for all periods presented. The Company recorded a deferred tax benefit of $201,424 on the Net Operating Loss in the three and six months ended June 30, 2021. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the three and six months ended June 30, 2021, the change in the valuation allowance was $201,424 which resulted in no income tax expense (benefit) for this period. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholder's Equity | |
Stockholder's Equity | 3. Stockholders’ Equity On March 13, 2018, JFG, through a subsidiary, purchased 100% of the membership interests in the Company for $1,000. On August 24, 2020, TJF purchased a 51.7% membership interest in the Company for $1,070. Simultaneously, the Company converted from a limited liability company to a corporation and its previously outstanding membership interests converted into shares of Class B common stock. The total number of authorized shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are Class A common stock, par value $0.0001 per share; 20,000,000 shares are Class B common stock, par value $0.0001 per share; and 1,000,000 shares are preferred stock, par value $0.0001 per share. The Sponsors held an aggregate of 11,500,000 Class B shares based on their proportional interests in the Company. On September 16, 2020, we conducted a 1:1.25 stock split of the Founder Shares so that a total of 14,375,000 Founder Shares were issued and outstanding Following these transactions, the Company had $2,070 of invested capital, or $0.0001 per share. Redeemable Shares All of the 50,000,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company’s amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. Along with the Merger Agreement, Landcadia entered into a private placement investment (“PIPE”) which closed concurrently with the Merger closing on July 14, 2021. With this PIPE investment, Landcadia agreed to issue and sell an aggregate of 37,500,000 For further information on the Merger Agreement and Founder Shares, see Notes 4 and 5. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Public Offering | |
Public Offering | 4. Public Offering Units In the Public Offering, which closed October 14, 2020, the Company sold 50,000,000 Units at a price of $10.00 per Unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. 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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors 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 Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the twenty (20) trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “ Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (See “ —Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See “ —Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. 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 for shares of Class A common stock: ● 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 of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock; ● if, and only if, the last reported sale price (the “closing price”) of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 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; and ● if the closing price of the 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 is less than $18.00 per share (as adjusted), the Sponsor Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume weighted average price of the 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. The Company will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. 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). Underwriting Commissions The Company paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on October 14, 2020, with an additional fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. |
Commitments and Related Party T
Commitments and Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Related Party Transactions | |
Commitments and Related Party Transactions | 5 . Founder Shares The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares had the right to elect all of the Company’s directors prior to the Business Combination. The Founder Shares automatically converted into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Sponsors collectively owned 20.0% of the Company’s issued and outstanding shares prior to the Business Combination. The holders of the Founder Shares agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 30 The Founder Shares automatically converted into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities were issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares would never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on October 14, 2020, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per warrant ($12,000,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees (except as set forth in Note 4 above in “ - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. Registration Rights The holders of the Founder Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founder Shares, Sponsor Warrants or working capital loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years; respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founder Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or the Company's liquidation. The Company has recorded administrative services fees of $60,000 and $120,000 in the three and six months ended June 30, 2021, respectively. Directors’ Payments We paid $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination. Sponsors’ Indemnification of the Trust Accounts The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual 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 the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. Sponsor Loans On August 24, 2020 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $166,750 were repaid in full on October 16, 2020. In addition, the Sponsors was not prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans could have been converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. See Note 4 for the terms of the warrants. |
Merger Agreement
Merger Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Merger Agreement | |
Merger Agreement | 6. Merger Agreement On January 24, 2021, the Company’s board of directors unanimously approved an agreement and plan of merger, dated January 24, 2021, by and among the Company, Helios Sun Merger Sub, Inc., the Company’s wholly owned subsidiary (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”) (as amended on March 12, 2021 and as may be further amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by the Company’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Hillman Holdco with Hillman Holdco surviving the merger as the Company’s wholly owned subsidiary (the “Proposed Transaction”). Hillman Holdco is a holding company that indirectly holds all of the issued and outstanding capital stock of The Hillman Group, Inc., which, together with its direct and indirect subsidiaries (Hillman Holdco, The Hillman Group, Inc. and its direct and indirect subsidiaries, collectively, “Hillman” and each such entity, a “Hillman Group Entity”), is in the business of providing hardware-related products and related merchandising services to retail markets in North America. In connection with the consummation of the Proposed Transaction, we will be renamed “Hillman Solutions Corp.” Such entity is referred to herein as “New Hillman” as of the time following such change of name. On July 14, 2021, the Company consummated the previously announced business combination with Hillman. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of New Hillman. In accordance with the terms and subject to the conditions set forth in the Merger Agreement, the Company paid aggregate consideration in the form of New Hillman common stock calculated as described herein and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock of Landcadia, valued at $10.00 per share, that the Sponsors agreed to forfeit at the Closing. The Sponsors forfeited a total of 3,828,000 shares of Landcadia Class B common stock, with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor. At the effective time of the Proposed Transaction, all outstanding shares of common stock of Hillman Holdco were cancelled in exchange for the right to receive, with respect to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options as of immediately prior to the Closing (the “Adjusted Purchase Price”), divided by (B) (i) the total number of shares of Hillman Holdco common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman Holdco common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding as of immediately prior to the Closing (the “Adjusted Per Share Merger Value”). At the effective time, each outstanding option to purchase shares of Hillman Holdco common stock (a “Hillman Holdco Option”), whether vested or unvested, was assumed by New Hillman and was converted into an option to acquire common stock of New Hillman (“New Hillman Options”) with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions), except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the quotient of (1) the Adjusted Per Share Merger Value divided by (2) $10.00 (such quotient, with respect to each Hillman Holdco Option, the “Closing Stock Per Option Amount”), (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco board of directors (the “Hillman Holdco Board”) (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan; At the effective time, each share of unvested restricted Hillman Holdco common stock was cancelled and converted into the right to receive a number of shares of restricted New Hillman common stock (“New Hillman Restricted Stock”) equal to the quotient of (a) the Adjusted Per Share Merger Value divided by (b) $10.00 (such quotient, with respect to each share of unvested Hillman Holdco restricted stock, the “Closing Stock Per Restricted Share Amount”) with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Per Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan. At the effective time, each Hillman Holdco restricted stock unit (each a “Hillman Holdco RSU”) were assumed by New Hillman and converted into a restricted stock unit in respect of shares of New Hillman common stock (each, a “New Hillman RSU”) with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of Hillman Holdco common stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the quotient of (a) the Adjusted Per Share Merger Value divided by (b) $10.00 (such quotient, with respect to each Hillman Holdco restricted stock unit, the “Hillman Holdco RSU Exchange Ratio”); and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan. In addition, pursuant to the amended and restated letter agreement entered into in connection with the execution of the Merger Agreement (the “A&R Letter Agreement”), the Sponsors forfeited a total of 3,828,000 of their Founder Shares (the “Sponsor Forfeited Shares”), with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of the Company and 1,000,000 additional shares being forfeited by TJF. Immediately prior to the effective time of the Business Combination, with the exception of the Sponsor Forfeited Shares, each of the currently issued and outstanding shares of the Company’s Class B common stock was automatically converted, on a one-for-one basis, into shares of the Company’s Class A common stock in accordance with the terms of our Charter, and thereafter, in connection with the Closing, the Company’s Class A common stock were reclassified as New Hillman common stock. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 7. Derivative Financial Instruments In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in their own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. In conjunction with our Public Offering, which closed October 14, 2020, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to October 14, 2022, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. As of June 30, 2021, the value of our Public Warrants and Sponsor Warrants were $ 45,000,000 and $29,840,000, respectively. As of December 31, 2020, the value of our Public Warrants and Sponsor Warrants were $37,000,000 and $18,720,000, respectively. For the three and six months ended June 30, 2021, we recorded a loss related to the change in fair value of warrant derivative liability of $30,330,000 and 19,120,000, respectively, in other income and expense on our statement of operations. For further information on our warrants, see Notes 4 and 5. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Management determined that the fair value of each Sponsor Warrant is similar to that of a Public Warrant, with adjustments for implied volatility for the Company after the Business Combination is completed. Accordingly, at June 30, 2021 the Public Warrants are classified as Level 1 financial instruments and the Sponsor Warrants were classified as Level 3 financial instruments. The following table presents the Company’s assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 500,010,358 $ — $ — $ 500,010,358 Warrant derivative liability Public Warrants $ 45,000,000 $ — $ — $ 45,000,000 Sponsor Warrants — — 29,840,000 29,840,000 Total Warrant derivative liability $ 45,000,000 $ — $ 29,840,000 $ 74,840,000 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 500,078,624 $ — $ — $ 500,078,624 Warrant derivative liability Public Warrants $ 37,000,000 $ — $ — $ 37,000,000 Sponsor Warrants — 18,720,000 — 18,720,000 Total Warrant derivative liability $ 37,000,000 $ 18,720,000 $ — $ 55,720,000 The following is a summary of changes in fair value of our warrant derivative liability categorized within the Level 3 hierarchy as of June 30, 2021: Level 3 Derivative December 31, 2020 $ — Transfer into Level 3 18,720,000 Loss on derivative liability 960,000 Balance March 31, 2021 $ 19,680,000 Loss on derivative liability 10,160,000 Balance June 30, 2021 $ 29,840,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10-K/A filed with the SEC on May 3, 2021. |
Use of Estimates | Use of Estimates The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant derivative liabilities. |
Emerging Growth Company | Emerging Growth Company Prior to the completion of the Business Combination on July14, 2021, the Company was an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash and marketable securities held in trust and warrant derivative liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 8 for further information. |
Offering Costs | Offering Costs Total offering costs were $775,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 were deferred until the completion of the Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated apportion of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are $113,018 as of June 30, 2021, and primarily consist of accounting and legal expenses related to the Business Combination and Delaware franchise tax expenses. |
Warrant Liabilities | Warrant Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income (loss) per common share for the three and six months ended June 30, 2021 and 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted income (loss) per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ended June 30, 2021 and 2020, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for all periods presented. Further, in accordance with FASB ASC 260, the income (loss) per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Numerator: Net loss - basic and diluted $ (30,799,160) $ — $ (20,079,161) $ — Less: Income attributable to common stock subject to possible redemption — — — — Net loss available to common shares $ (30,799,160) $ — $ (20,079,161) $ — Demoninator: Weighted average number of shares - basic 16,954,225 6,037,500 18,394,339 6,037,500 Warrants — — — — Weighted average number of shares - diluted 16,954,225 6,037,500 18,394,339 6,037,500 Basic and diluted loss available to common shares $ (1.82) $ — $ (1.09) $ — |
Income Taxes | Income Taxes The Company was taxed as a limited liability company prior to August 24, 2020, therefore all tax implications were the responsibility of its member. As of August 24, 2020, the Company elected to be taxed as a C Corporation. The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of June 30, 2021 and 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2021 and 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 effective tax rate was 21.0%for all periods presented. The Company recorded a deferred tax benefit of $201,424 on the Net Operating Loss in the three and six months ended June 30, 2021. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the three and six months ended June 30, 2021, the change in the valuation allowance was $201,424 which resulted in no income tax expense (benefit) for this period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of net income (loss) per common share | Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Numerator: Net loss - basic and diluted $ (30,799,160) $ — $ (20,079,161) $ — Less: Income attributable to common stock subject to possible redemption — — — — Net loss available to common shares $ (30,799,160) $ — $ (20,079,161) $ — Demoninator: Weighted average number of shares - basic 16,954,225 6,037,500 18,394,339 6,037,500 Warrants — — — — Weighted average number of shares - diluted 16,954,225 6,037,500 18,394,339 6,037,500 Basic and diluted loss available to common shares $ (1.82) $ — $ (1.09) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | Fair Value measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 500,010,358 $ — $ — $ 500,010,358 Warrant derivative liability Public Warrants $ 45,000,000 $ — $ — $ 45,000,000 Sponsor Warrants — — 29,840,000 29,840,000 Total Warrant derivative liability $ 45,000,000 $ — $ 29,840,000 $ 74,840,000 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 500,078,624 $ — $ — $ 500,078,624 Warrant derivative liability Public Warrants $ 37,000,000 $ — $ — $ 37,000,000 Sponsor Warrants — 18,720,000 — 18,720,000 Total Warrant derivative liability $ 37,000,000 $ 18,720,000 $ — $ 55,720,000 |
Schedule of changes in fair value of our warrant derivative Liability | Level 3 Derivative December 31, 2020 $ — Transfer into Level 3 18,720,000 Loss on derivative liability 960,000 Balance March 31, 2021 $ 19,680,000 Loss on derivative liability 10,160,000 Balance June 30, 2021 $ 29,840,000 |
Nature of Business and Subseq_2
Nature of Business and Subsequent Event (Details) - USD ($) | Jul. 14, 2021 | Jan. 24, 2021 | Oct. 14, 2020 | Aug. 24, 2020 | Jan. 24, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Nature Of Business [Line Items] | |||||||
Number of units issued | shares | 50,000,000 | 50,000,000 | |||||
Warrant exercise price | $ 11.50 | ||||||
Maximum amount of interest to pay dissolution expenses | $ 100,000 | ||||||
Percentage refers to fair market value of business transaction | 80.00% | ||||||
Percentage of outstanding voting securities | 50.00% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Percentage refers to redemption of shares if no business combination occurs | 15.00% | ||||||
Investment held in trust account | $ 500,000,000 | ||||||
Share price | $ 10 | ||||||
Withdrawal of interest to pay dissolution expenses | $ 100,000 | ||||||
TJF | |||||||
Nature Of Business [Line Items] | |||||||
Percentage of outstanding voting securities | 51.70% | ||||||
Class B common stock | |||||||
Nature Of Business [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Merger agreement | |||||||
Nature Of Business [Line Items] | |||||||
Cash consideration | $ 911,300,000 | $ 911,300,000 | |||||
Value of founder shares, consideration | $ 28,280,000 | $ 28,280,000 | |||||
Number of founder shares issued, consideration | 2,828,000 | ||||||
Acquisition value per share | $ 10 | $ 10 | $ 10 | ||||
Number of shares forfeited | 3,828,000 | 3,828,000 | |||||
Merger agreement | Sponsor | |||||||
Nature Of Business [Line Items] | |||||||
Number of shares forfeited | 2,828,000 | 2,828,000 | 2,828,000 | ||||
Merger agreement | TJF | |||||||
Nature Of Business [Line Items] | |||||||
Number of shares forfeited | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Merger agreement | Class B common stock | |||||||
Nature Of Business [Line Items] | |||||||
Number of founder shares issued, consideration | 2,828,000 | ||||||
Public Offering | |||||||
Nature Of Business [Line Items] | |||||||
Proceeds from sale of stock | $ 500,000,000 | ||||||
Number of units issued | shares | 50,000,000 | 50,000,000 | |||||
Price per unit | $ 10 | ||||||
Percentage of public shares redeemed | 100.00% | ||||||
Private placement | |||||||
Nature Of Business [Line Items] | |||||||
Proceeds from warrants outstanding | $ 12,000,000 | ||||||
Aggregate sponsor warrants | 8,000,000 | ||||||
Warrant exercise price | $ 1.50 | ||||||
Proceeds from sale of private placement warrants | $ 500,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Income (loss) per common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net loss - basic and diluted | $ (30,799,160) | $ 10,719,999 | $ 0 | $ 0 | $ (20,079,161) | $ 0 |
Less: Income attributable to common stock subject to possible redemption | 0 | 0 | 0 | 0 | ||
Net loss available to common shares | $ (30,799,160) | $ 0 | $ (20,079,161) | $ 0 | ||
Denominator: | ||||||
Weighted average number of shares - basic | 16,954,225 | 6,037,500 | 18,394,339 | 6,037,500 | ||
Warrants | 0 | 0 | 0 | 0 | ||
Weighted average number of shares - diluted | 16,954,225 | 6,037,500 | 18,394,339 | 6,037,500 | ||
Basic and diluted loss available to common shares | $ (1.82) | $ 0 | $ (1.09) | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 24, 2021 | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | ||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||||
Offering Costs | 775,000 | |||||
Underwriting discount | 27,500,000 | |||||
Deferred underwriters commission | 17,500,000 | 17,500,000 | ||||
Accounts payable and accrued liabilities | 113,018 | 113,018 | $ 127,450 | |||
Conversion ratio | 1 | |||||
Unrecognized tax benefits | 0 | $ 0 | 0 | $ 0 | ||
Unrecognized tax benefits, accrued interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | ||
Effective tax rate | 21.00% | 21.00% | 21.00% | 21.00% | ||
Change in valuation allowance | $ 201,424 | $ 201,424 | ||||
Tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Oct. 14, 2020 | Sep. 16, 2020 | Aug. 24, 2020 | Mar. 18, 2018 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Membership interest acquired | 50.00% | |||||
Common stock authorized | 401,000,000 | |||||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Stock split description of founders shares | 1:1.25 | |||||
Shares forfeited | 1,875,000 | |||||
Invested capital | $ 2,070 | |||||
Number of units issued | shares | 50,000,000 | 50,000,000 | ||||
Net tangible asset threshold | $ 5,000,001 | |||||
Redeemable shares issued (in shares) | 50,000,000 | |||||
Founders shares | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued | 14,375,000 | |||||
Common stock outstanding | 14,375,000 | |||||
JFG | JFG | ||||||
Class of Stock [Line Items] | ||||||
Membership interest acquired | 100.00% | |||||
Consideration for acquisition of membership interest | $ 1,000 | |||||
TJF | ||||||
Class of Stock [Line Items] | ||||||
Membership interest acquired | 51.70% | |||||
Consideration for acquisition of membership interest | $ 1,070 | |||||
JFG and TJF | ||||||
Class of Stock [Line Items] | ||||||
Common stock outstanding | 12,500,000 | |||||
Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Number of units issued | shares | 50,000,000 | 50,000,000 | ||||
Class A common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized | 380,000,000 | 380,000,000 | 380,000,000 | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock issued | 0 | 7,721,207 | ||||
Common stock outstanding | 0 | 7,721,207 | ||||
Redeemable Shares outstanding | 50,000,000 | 42,278,793 | ||||
Class A common stock | Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||
Class A common stock | Private placement | ||||||
Class of Stock [Line Items] | ||||||
Common stock par value (in dollars per share) | $ 10 | |||||
Number of units issued | shares | 37,500,000 | |||||
Class B common stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of shares held by sponsors | 11,500,000 | |||||
Common stock issued | 12,500,000 | 12,500,000 | ||||
Common stock outstanding | 12,500,000 | 12,500,000 |
Public Offering (Details)
Public Offering (Details) | Oct. 14, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)itemD$ / sharesshares | Dec. 31, 2020$ / sharesshares | Aug. 24, 2020$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of units issued | shares | shares | 50,000,000 | 50,000,000 | ||
Number Of Business Days | 15 days | |||
Warrant exercise price | $ 11.50 | |||
Warrants redemption description | the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders | |||
Closing share price | $ 10 | |||
Underwriting discount | $ | $ 27,500,000 | |||
Share price | $ 10 | |||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Redemption price per public warrant (in dollars per share) | 0.01 | |||
Warrant redemption condition minimum share price | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | item | 30 | |||
Public Warrants | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Warrant Convertible Ratio | 1 | |||
Warrant exercise price | $ 11.50 | |||
Warrant exercisable term, after the completion of the Business Combination | 30 days | |||
Warrant exercisable term, from the closing of the public offering | 12 months | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | D | 20 | |||
Threshold consecutive trading days for redemption of public warrants | D | 20 | |||
Public Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Redemption period. | 30 days | |||
Warrant redemption condition minimum share price | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | item | 30 | |||
Public Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |||
Warrant redemption condition minimum share price | $ 10 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Threshold number of business days before sending notice of redemption to warrant holders | item | 30 | |||
Public Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | Minimum | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Threshold trading days for redemption of public warrants | 30 days | |||
Class A common stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Redemption price per public warrant (in dollars per share) | $ 0.361 | |||
Threshold number of business days before sending notice of redemption to warrant holders | item | 10 | |||
Class A common stock | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Redemption price per public warrant (in dollars per share) | $ 10 | |||
Class A common stock | Public Warrants | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Closing share price | 9.20 | |||
Share price | $ 9.20 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |||
Stock Price Trigger For Redemption Of Public Warrants In Dollars Per Share | $ 10 | |||
Threshold consecutive trading days for redemption of public warrants | 60 | |||
Share price trigger | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds | 115.00% | |||
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger | $ 18 | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |||
Public Offering | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of units issued | shares | shares | 50,000,000 | 50,000,000 | ||
Price per unit | $ 10 | |||
Warrant Convertible Ratio | 0.33 | |||
Underwriting discount | $ | $ 10,000,000 | |||
Underwriting discount per unit | 0.20 | |||
Additional fee deferred discount | $ | $ 17,500,000 | |||
Additional fee deferred discount per unit | 0.35 | |||
Public Offering | Class A common stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.0001 |
Commitments and Related Party_2
Commitments and Related Party Transactions - Founded shares (Details) - Founders shares | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Related Party Transaction [Line Items] | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Class A common stock | |
Related Party Transaction [Line Items] | |
Stock conversion ratio | 1 |
Commitments and Related Party_3
Commitments and Related Party Transactions (Details) - USD ($) | Oct. 14, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | |||
Warrant exercise price | $ 11.50 | $ 11.50 | |
Restriction to transfer sponsor warrants | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees (except as set forth in Note 4 above in “ - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). | ||
Sponsor indemnification description | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual 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 the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. | ||
Sponsor Warrants | |||
Related Party Transaction [Line Items] | |||
Warrant exercise price | $ 11.50 | $ 11.50 | |
Public Offering | |||
Related Party Transaction [Line Items] | |||
Proceeds from sale of stock | $ 500,000,000 | ||
Private placement | |||
Related Party Transaction [Line Items] | |||
Aggregate sponsor warrants | 8,000,000 | ||
Warrant exercise price | $ 1.50 | ||
Proceeds from warrants outstanding | $ 12,000,000 | ||
Founders shares | Jefferies LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of initial stockholders | 48.30% | 48.30% | |
Fertitta Entertainment, Inc | |||
Related Party Transaction [Line Items] | |||
Administrative services fees | $ 60,000 | $ 120,000 | |
Per month payment for office space, utilities and secretarial and administrative support | $ 20,000 |
Commitments and Related Party_4
Commitments and Related Party Transactions - Directors' Payments (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Directors' | |
Related Party Transaction [Line Items] | |
Payments to independent directors | $ 100,000 |
Commitments and Related Party_5
Commitments and Related Party Transactions - Sponsor loans (Details) - USD ($) | Aug. 24, 2020 | Oct. 16, 2020 |
Related Party Transaction [Line Items] | ||
Maximum amount of loan convertible in to warrants | $ 1,500,000 | |
Warrant exercise price for conversion of loan | $ 1.50 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Notes payable, affiliates | $ 166,750 | |
Administrative services agreement | Fertitta Entertainment, Inc | ||
Related Party Transaction [Line Items] | ||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 |
Merger Agreement (Details)
Merger Agreement (Details) | Jul. 14, 2021USD ($)$ / sharesshares | Jan. 24, 2021$ / sharesshares | Jan. 24, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |||
Threshold Conversion Ratio of Stock | 1 | ||
Merger agreement | |||
Business Acquisition [Line Items] | |||
Aggregate cash consideration | $ | $ 911,300,000 | $ 911,300,000 | |
Value of founder shares, consideration | $ | $ 28,280,000 | $ 28,280,000 | |
Number of founder shares issued, consideration | 2,828,000 | ||
Acquisition value per share | $ / shares | $ 10 | $ 10 | $ 10 |
Adjusted merger value per share | $ / shares | $ 10 | ||
Number of shares forfeited | 3,828,000 | 3,828,000 | |
Threshold Conversion Ratio of Stock | 1 | ||
Merger agreement | Sponsor | |||
Business Acquisition [Line Items] | |||
Number of shares to be forfeited under A&R agreement | 3,828,000 | 3,828,000 | |
Number of shares forfeited | 2,828,000 | 2,828,000 | 2,828,000 |
Merger agreement | TJF | |||
Business Acquisition [Line Items] | |||
Number of shares forfeited | 1,000,000 | 1,000,000 | 1,000,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) | Oct. 14, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 24, 2020$ / shares |
Derivative Financial Instruments | |||||||
Number of units issued | shares | shares | 50,000,000 | 50,000,000 | |||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||
Restriction to transfer sponsor warrants | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees (except as set forth in Note 4 above in “ - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). | ||||||
Warrants redemption description | the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders | ||||||
Warrant liability | $ | $ 74,840,000 | $ 74,840,000 | $ 55,720,000 | ||||
Change in fair value of warrant derivative liability | $ | $ 30,330,000 | $ 0 | $ 19,120,000 | $ 0 | |||
Public Offering | |||||||
Derivative Financial Instruments | |||||||
Number of units issued | shares | shares | 50,000,000 | 50,000,000 | |||||
Price per unit | $ 10 | ||||||
Warrant Convertible Ratio | 0.33 | ||||||
Private placement | |||||||
Derivative Financial Instruments | |||||||
Aggregate warrants | shares | 8,000,000 | ||||||
Warrant exercise price | $ 1.50 | ||||||
Proceeds from warrants outstanding | $ | $ 12,000,000 | ||||||
Class A common stock | |||||||
Derivative Financial Instruments | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Redemption price per public warrant (in dollars per share) | 0.361 | ||||||
Class A common stock | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | |||||||
Derivative Financial Instruments | |||||||
Redemption price per public warrant (in dollars per share) | $ 10 | ||||||
Class A common stock | Public Offering | |||||||
Derivative Financial Instruments | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||
Class A common stock | Private placement | |||||||
Derivative Financial Instruments | |||||||
Number of units issued | shares | shares | 37,500,000 | ||||||
Common stock par value (in dollars per share) | $ 10 | $ 10 | |||||
Public Warrants | |||||||
Derivative Financial Instruments | |||||||
Warrant Convertible Ratio | 1 | ||||||
Aggregate warrants | shares | 16,666,667 | 16,666,667 | |||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||
Warrant exercisable term, after the completion of the Business Combination | 30 days | ||||||
Warrant exercisable term, from the closing of the public offering | 12 months | ||||||
Warrant liability | $ | $ 45,000,000 | $ 45,000,000 | $ 37,000,000 | ||||
Public Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | |||||||
Derivative Financial Instruments | |||||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||||||
Sponsor Warrants | |||||||
Derivative Financial Instruments | |||||||
Aggregate warrants | shares | 8,000,000 | 8,000,000 | |||||
Warrant liability | $ | $ 29,840,000 | $ 29,840,000 | $ 18,720,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements | ||
Warrant derivative liability | $ 74,840,000 | $ 55,720,000 |
Recurring | ||
Fair Value Measurements | ||
Cash and Marketable Securities Held in Trust | 500,010,358 | 500,078,624 |
Warrant derivative liability | 74,840,000 | 55,720,000 |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Cash and Marketable Securities Held in Trust | 500,010,358 | 500,078,624 |
Warrant derivative liability | 45,000,000 | 37,000,000 |
Recurring | Level 2 | ||
Fair Value Measurements | ||
Warrant derivative liability | 18,720,000 | |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Warrant derivative liability | 29,840,000 | |
Public Warrants | ||
Fair Value Measurements | ||
Warrant derivative liability | 45,000,000 | 37,000,000 |
Public Warrants | Recurring | ||
Fair Value Measurements | ||
Warrant derivative liability | 45,000,000 | 37,000,000 |
Public Warrants | Recurring | Level 1 | ||
Fair Value Measurements | ||
Warrant derivative liability | 45,000,000 | 37,000,000 |
Sponsor Warrants | ||
Fair Value Measurements | ||
Warrant derivative liability | 29,840,000 | 18,720,000 |
Sponsor Warrants | Recurring | ||
Fair Value Measurements | ||
Warrant derivative liability | 29,840,000 | 18,720,000 |
Sponsor Warrants | Recurring | Level 2 | ||
Fair Value Measurements | ||
Warrant derivative liability | $ 18,720,000 | |
Sponsor Warrants | Recurring | Level 3 | ||
Fair Value Measurements | ||
Warrant derivative liability | $ 29,840,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value of warrant derivative liability (Details) - Level 3 - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements | ||
December 31, 2020 | $ 19,680,000 | $ 0 |
Transfer into Level 3 | 18,720,000 | |
Loss on derivative liability | 10,160,000 | 960,000 |
Ending Balance | $ 29,840,000 | $ 19,680,000 |