Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 23, 2021 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | FORTISTAR SUSTAINABLE SOLUTIONS CORP. | |
Entity Central Index Key | 0001822862 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | NJ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,875,000 | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 954,334 | $ 107,601 | |
Prepaid expenses | 615,637 | 0 | |
Total Current Assets | 1,569,971 | 107,601 | |
Deferred offering costs | 0 | 289,437 | |
Marketable securities held in Trust Account | 258,760,562 | 0 | |
TOTAL ASSETS | 260,330,533 | 397,038 | |
Current liabilities: | |||
Accrued expenses | 119,435 | 3,952 | |
Accrued offering costs | 55,212 | 222,038 | |
Promissory note - related party | 0 | 150,000 | |
Total Current Liabilities | 174,647 | 375,990 | |
Warrant liability | 14,078,750 | 0 | |
Deferred underwriting fee payable | 9,056,250 | 0 | |
Total Liabilities | 23,309,647 | 375,990 | |
Commitments (Note 7) | |||
Class A common stock subject to possible redemption 23,201,141 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively | 232,020,878 | 0 | |
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | |
Additional paid-in capital | 5,315,813 | 24,353 | |
Accumulated deficit | (316,719) | (3,952) | |
Total Stockholders' Equity | 5,000,008 | 21,048 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 260,330,533 | 397,038 | |
Class A Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock | 267 | 0 | |
Class B Common Stock [Member] | |||
Stockholders' Equity | |||
Common stock | $ 647 | $ 647 | [1] |
[1] | At December 31, 2020, included up to 843,750 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Common stock, subject to possible redemption (in shares) | 23,201,141 | 0 |
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 2,673,859 | 0 |
Common stock, shares outstanding (in shares) | 2,673,859 | 0 |
Common stock, shares subject to forfeiture (in shares) | 843,750 | |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 6,468,750 | 6,468,750 |
Common stock, shares outstanding (in shares) | 6,468,750 | 6,468,750 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Loss from Operations [Abstract] | |
Operating and formation costs | $ 189,500 |
Loss from operations | (189,500) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 10,562 |
Transaction costs allocable to warrant liability | (536,079) |
Change in fair value of warrants | 402,250 |
Other income, net | (123,267) |
Loss before income taxes | (312,767) |
Benefit (provision) for income taxes | 0 |
Net loss | (312,767) |
Class A Common Stock Subject to Redemption [Member] | |
Other income: | |
Interest earned on marketable securities held in Trust Account | $ 10,562 |
Basic weighted average shares outstanding (in shares) | shares | 23,179,757 |
Diluted weighted average shares outstanding (in shares) | shares | 23,179,757 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 0 |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0 |
Class B Common Stock, Non-redeemable [Member] | |
Other income: | |
Net loss | $ (312,767) |
Basic weighted average shares outstanding (in shares) | shares | 8,023,651 |
Diluted weighted average shares outstanding (in shares) | shares | 8,023,651 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.04) |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.04) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock [Member]Class A [Member] | Common Stock [Member]Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class B [Member] |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 647 | $ 24,353 | $ (3,952) | $ 21,048 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 6,468,750 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of 25,875,000 Units, net of underwriting discounts, initial fair value of public warrants and other offering costs | $ 2,588 | $ 0 | 235,301,017 | 0 | 235,303,605 | |
Sale of 25,875,000 Units, net of underwriting discounts, initial fair value of public warrants and other offering costs (in shares) | 25,875,000 | 0 | ||||
Cash paid in excess of fair value for private warrants | 2,009,000 | 2,009,000 | ||||
Class A common stock subject to possible redemption | $ (2,321) | $ 0 | (232,018,557) | 0 | (232,020,878) | |
Class A common stock subject to possible redemption (in shares) | (23,201,141) | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (312,767) | (312,767) | $ (312,767) |
Ending balance at Mar. 31, 2021 | $ 267 | $ 647 | $ 5,315,813 | $ (316,719) | $ 5,000,008 | |
Ending balance (in shares) at Mar. 31, 2021 | 2,673,859 | 6,468,750 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Jan. 29, 2021shares |
Initial Public Offering [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Sale of Units (in shares) | 25,875,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (312,767) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (10,562) |
Change in fair value of warrant liability | (402,250) |
Transaction costs incurred in connection with IPO | 536,079 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (615,637) |
Accrued expenses | 115,483 |
Net cash used in operating activities | (689,654) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (258,750,000) |
Cash withdrawn from Trust Account to pay for franchise and income taxes | 0 |
Net cash used in investing activities | (258,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 253,575,000 |
Proceeds from sale of Private Placement Warrants | 7,175,000 |
Repayment of promissory note - related party | (150,000) |
Payment of offering costs | (313,613) |
Net cash provided by financing activities | 260,286,387 |
Net Change in Cash | 846,733 |
Cash - Beginning of period | 107,601 |
Cash - End of period | 954,334 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 55,212 |
Initial classification of warrant liability | 14,481,000 |
Initial classification of Class A common stock subject to possible redemption | 246,278,570 |
Change in value of Class A common stock subject to possible redemption | (14,257,692) |
Deferred underwriting fee payable | $ 9,056,250 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Fortistar Sustainable Solutions Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of January 29, 2021, the Company had not commenced any operations. All activity through January 29, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statements for the Company’s Initial Public Offering were declared effective on January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to FSSC Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,175,000, which is described in Note 5. Transaction costs amounted to $14,667,473, consisting of $5,175,000 of underwriting fees, $9,056,250 of deferred underwriting fees and $436,223 of other offering costs. Following the closing of the Initial Public Offering on January 29, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into 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 of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 29, 2023 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until January 29, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) 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 our taxes. This liability will not apply with respect 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 | 3 Months Ended |
Mar. 31, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision in the public warrants fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously audited balance sheet as of January 29, 2021 in the Form 8-K filed with the SEC on February 4, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously Reported Adjustments As Revised Balance sheet as of January 29, 2021 (audited) Warrant Liability $ — $ 14,481,000 $ 14,481,000 Class A Common Stock Subject to Possible Redemption 246,278,570 (14,481,000 ) 231,797,570 Class A Common Stock 125 145 270 Additional Paid-in Capital 5,003,185 535,934 5,539,119 Accumulated Deficit (3,952 ) (536,079 ) (540,031 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 29 th Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at January 29, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 10,562 Less: interest available to be withdrawn for payment of taxes (10,562 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,179,757 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (312,767 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (312,767 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,023,651 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2021 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, inclusive of 3,375,000 Units sold to the underwriters on January 29, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 9). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $7,175,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The difference between the initial fair value of $0.72 per share (or $5,166,000) of the Private Placement warrants (see Note 10) and the purchase of $1.00 per share of $2,009,000 was recorded in additional paid-in capital. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 31, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 26, 2021, the Company effected a 718,750 stock dividend, resulting in 6,468,750 Founder Shares outstanding. The Founder Shares included an aggregate of up to 843,750 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on January 29, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or earlier if (B) subsequent to a Business Combination, the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination. Administrative Services Agreement The Company agreed, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. For the three months ended March 31, 2021, the Company incurred and paid $20,968 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On August 31, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on January 29, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 26, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the of such Founder Shares, exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,056,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021, there were 2,673,859 shares of Class A common stock issued and outstanding, excluding 23,201,141 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of the Founder Shares may also elect to convert its shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, there were 12,937,500 Public Warrants and 7,175,000 Private Placement Warrants outstanding. At December 31, 2020, there were no Public Warrants and Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,760,562 Liabilities: Warrant Liability – Public Warrants 1 9,056,250 Warrant Liability – Private Placement Warrants 3 5,022,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The Private and Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the binomial lattice model for the Warrants were as follows: January 29, 2021 March 31, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 9.64 $ 9.64 9.71 Risk-free rate 0.51 % 0.51 % 0.97 % Dividend yield 0.00 % 0.00 % 0.00 % Volatility 14.2 % 14.2 % 13.1 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/13/26 6/13/26 6/13/26 One-touch hurdle $ 18.12 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 29 th 5,166,000 9,315,000 14,481,000 Change in valuation inputs or other assumptions (143,500 ) (258,750 ) (402,250 ) Fair value as of March 31, 2021 5,022,500 9,056,250 14,078,750 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was $9,056,250. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except for matters previously discussed in Notes 2 and 10 above. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 29 th |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | 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 March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at January 29, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. |
Net Income (Loss) Per Common Share | Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 10,562 Less: interest available to be withdrawn for payment of taxes (10,562 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,179,757 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (312,767 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (312,767 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,023,651 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 [Abstract] | |
Restatement of Previously Issued Financial Statements | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously Reported Adjustments As Revised Balance sheet as of January 29, 2021 (audited) Warrant Liability $ — $ 14,481,000 $ 14,481,000 Class A Common Stock Subject to Possible Redemption 246,278,570 (14,481,000 ) 231,797,570 Class A Common Stock 125 145 270 Additional Paid-in Capital 5,003,185 535,934 5,539,119 Accumulated Deficit (3,952 ) (536,079 ) (540,031 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 10,562 Less: interest available to be withdrawn for payment of taxes (10,562 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,179,757 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (312,767 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (312,767 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,023,651 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,760,562 Liabilities: Warrant Liability – Public Warrants 1 9,056,250 Warrant Liability – Private Placement Warrants 3 5,022,500 |
Key Inputs into Binomial Lattice Model for Warrants | The key inputs into the binomial lattice model for the Warrants were as follows: January 29, 2021 March 31, Input Public Warrants Private Warrants Private Warrants Market price of public shares $ 9.64 $ 9.64 9.71 Risk-free rate 0.51 % 0.51 % 0.97 % Dividend yield 0.00 % 0.00 % 0.00 % Volatility 14.2 % 14.2 % 13.1 % Exercise price $ 11.50 $ 11.50 11.50 Effective expiration date 6/13/26 6/13/26 6/13/26 One-touch hurdle $ 18.12 |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 29 th 5,166,000 9,315,000 14,481,000 Change in valuation inputs or other assumptions (143,500 ) (258,750 ) (402,250 ) Fair value as of March 31, 2021 5,022,500 9,056,250 14,078,750 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Jan. 29, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | |||
Transaction costs | $ 14,667,473 | ||
Underwriting fees | 5,175,000 | ||
Deferred underwriting fees | 9,056,250 | $ 9,056,250 | $ 0 |
Other offering costs | 436,223 | ||
Net proceeds deposited in Trust Account | $ 258,750,000 | $ 258,750,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10 | ||
Minimum percentage of Trust Account equal to fair market value of business combination required | 80.00% | ||
Minimum required post transaction ownership percentage of acquired business | 50.00% | ||
Redemption price (in dollars per share) | $ 10 | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Amount of interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share price (in dollars per share) | $ 1 | ||
Warrants issued (in shares) | 7,175,000 | ||
Gross proceeds from issuance of warrants | $ 7,175,000 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 25,875,000 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 25,875,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 258,750,000 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 3,375,000 | ||
Share price (in dollars per share) | $ 10 |
REVISION OF PREVIOUSLY ISSUED_3
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 (Details) - USD ($) | Mar. 31, 2021 | Jan. 29, 2021 | Dec. 31, 2020 |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT AS OF JANUARY 29, 2021 [Abstract] | |||
Threshold percentage for warrant holders to accept tender offer | 50.00% | ||
Liabilities and Stockholders' Equity [Abstract] | |||
Warrant Liability | $ 14,078,750 | $ 14,481,000 | $ 0 |
Class A Common Stock Subject to Possible Redemption | 232,020,878 | 231,797,570 | 0 |
Shareholders' Equity: | |||
Class A Common Stock | 270 | ||
Additional Paid-in Capital | 5,315,813 | 5,539,119 | 24,353 |
Accumulated Deficit | $ (316,719) | (540,031) | $ (3,952) |
As Previously Reported [Member] | |||
Liabilities and Stockholders' Equity [Abstract] | |||
Warrant Liability | 0 | ||
Class A Common Stock Subject to Possible Redemption | 246,278,570 | ||
Shareholders' Equity: | |||
Class A Common Stock | 125 | ||
Additional Paid-in Capital | 5,003,185 | ||
Accumulated Deficit | (3,952) | ||
Accounting for Warrants [Member] | Adjustments [Member] | |||
Liabilities and Stockholders' Equity [Abstract] | |||
Warrant Liability | 14,481,000 | ||
Class A Common Stock Subject to Possible Redemption | (14,481,000) | ||
Shareholders' Equity: | |||
Class A Common Stock | 145 | ||
Additional Paid-in Capital | 535,934 | ||
Accumulated Deficit | $ (536,079) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Effective tax rate from statutory tax rate | 21.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) Per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Net Loss minus Net Earnings [Abstract] | |
Interest earned on marketable securities held in Trust Account | $ 10,562 |
Net loss | (312,767) |
Class A Common Stock Subject to Redemption [Member] | |
Numerator: Net Loss minus Net Earnings [Abstract] | |
Interest earned on marketable securities held in Trust Account | 10,562 |
Less: interest available to be withdrawn for payment of taxes | (10,562) |
Net income | $ 0 |
Denominator: Weighted Average Non-Redeemable Common Shares [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 23,179,757 |
Diluted weighted average shares outstanding (in shares) | shares | 23,179,757 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 0 |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ 0 |
Class B Common Stock, Non-redeemable [Member] | |
Numerator: Net Loss minus Net Earnings [Abstract] | |
Net loss | $ (312,767) |
Non-Redeemable Net Loss | $ (312,767) |
Denominator: Weighted Average Non-Redeemable Common Shares [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 8,023,651 |
Diluted weighted average shares outstanding (in shares) | shares | 8,023,651 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.04) |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.04) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) | Jan. 29, 2021$ / sharesshares |
Initial Public Offering [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,875,000 |
Initial Public Offering [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 25,875,000 |
Share price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Number of common stock included in each unit (in shares) | 0.5 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of common stock included in each unit (in shares) | 1 |
Number of common stock called by each warrant (in shares) | 1 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 3,375,000 |
Share price (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 29, 2021 | Mar. 31, 2021 |
Private Placement [Abstract] | ||
Cash paid in excess of fair value for private warrants | $ 2,009,000 | |
Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 7,175,000 | |
Share price (in dollars per share) | $ 1 | |
Proceeds from private placement of warrants | $ 7,175,000 | |
Initial fair value of warrants (in dollars per share) | $ 0.72 | |
Initial fair value of warrants | $ 5,166,000 | |
Purchase price of warrants (in dollars per share) | $ 1 | |
Cash paid in excess of fair value for private warrants | $ 2,009,000 | |
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||
Private Placement [Abstract] | ||
Number of common stock called by each warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($) | Jan. 26, 2021 | Aug. 31, 2020 | Mar. 31, 2021 | Jan. 29, 2021 | Dec. 31, 2020 |
Class A Common Stock [Member] | |||||
Related Party Transactions [Abstract] | |||||
Number of shares subject to forfeiture (in shares) | 843,750 | ||||
Sponsor [Member] | Class B Common Stock [Member] | |||||
Related Party Transactions [Abstract] | |||||
Percentage of shares held by Sponsor after Initial Public Offering | 20.00% | ||||
Founder Shares [Member] | |||||
Related Party Transactions [Abstract] | |||||
Number of shares subject to forfeiture (in shares) | 0 | ||||
Founder Shares [Member] | Minimum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Period not to transfer, assign or sell shares | 1 year | ||||
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Share price threshold to transfer, assign or sell shares (in dollars per share) | $ 12 | ||||
Threshold period after initial business combination | 150 days | ||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||
Related Party Transactions [Abstract] | |||||
Stock dividend (in shares) | 718,750 | ||||
Shares outstanding (in shares) | 6,468,750 | ||||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | |||||
Related Party Transactions [Abstract] | |||||
Number of trading days | 20 days | ||||
Trading day threshold period | 30 days | ||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||||
Related Party Transactions [Abstract] | |||||
Shares issued (in shares) | 5,750,000 | ||||
Proceeds from issuance of common stock to Sponsor | $ 25,000 | ||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Number of shares subject to forfeiture (in shares) | 843,750 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) | Jan. 26, 2021 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | ||
Fees incurred and paid | $ 20,968 | |
Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Monthly related party fee | $ 10,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($) | Jan. 29, 2021 | Aug. 31, 2020 |
Related Party Transactions [Abstract] | ||
Repayment of outstanding promissory note | $ 150,000 | |
Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Aggregate principal amount of note | $ 300,000 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Initial Stockholders, Affiliate of Initial Stockholders or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Related Party Transactions [Abstract] | |
Amount of related party transaction | $ | $ 1,000,000 |
Share price (in dollars per share) | $ / shares | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 31, 2021USD ($)Demand | Jan. 29, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Underwriting Agreement [Abstract] | |||
Underwriters deferred fee (in dollars per unit) | $ / shares | $ 0.35 | ||
Deferred underwriting fees | $ | $ 9,056,250 | $ 9,056,250 | $ 0 |
Maximum [Member] | |||
Registration And Stockholder Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY, Common St
STOCKHOLDERS' EQUITY, Common Stock (Details) | 3 Months Ended | |
Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | ||
Conversion of stock at the time of business combination (in shares) | 1 | |
Stock conversion percentage threshold | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of voting rights per share | Vote | 1 | |
Common stock, shares issued (in shares) | 2,673,859 | 0 |
Common stock, shares outstanding (in shares) | 2,673,859 | 0 |
Common stock, subject to possible redemption (in shares) | 23,201,141 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of voting rights per share | Vote | 1 | |
Common stock, shares issued (in shares) | 6,468,750 | 6,468,750 |
Common stock, shares outstanding (in shares) | 6,468,750 | 6,468,750 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Warrants [Abstract] | |
Period to exercise warrants after business combination | 30 days |
Period to exercise warrants after public offerings | 1 year |
Expiration period of warrants | 5 years |
Period for registration statement to become effective | 60 days |
Limitation period to transfer, assign or sell warrants | 30 days |
Maximum [Member] | |
Warrants [Abstract] | |
Number of days to file registration statement | 20 days |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 18 |
Trading day threshold period | 20 days |
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% |
Warrant redemption trigger price (in dollars per share) | $ 10 |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 100.00% |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 20 days |
Number of trading days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Share price (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | ||
Fair Value of Warrant [Abstract] | ||
Warrants outstanding (in shares) | 12,937,500 | 0 |
Private Placement Warrants [Member] | ||
Fair Value of Warrant [Abstract] | ||
Warrants outstanding (in shares) | 7,175,000 | 0 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | $ 258,760,562 | |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 9,056,250 | |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 5,022,500 |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs into Binomial Lattice Model for Warrants (Details) | Mar. 31, 2021 | Jan. 29, 2021 |
Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Effective expiration date | Jun. 13, 2026 | |
Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Effective expiration date | Jun. 13, 2026 | Jun. 13, 2026 |
Market Price of Public Shares [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.64 | |
Market Price of Public Shares [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.71 | 9.64 |
Risk Free Rate [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0051 | |
Risk Free Rate [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0097 | 0.0051 |
Dividend Yield [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | |
Dividend Yield [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Volatility [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.142 | |
Volatility [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.131 | 0.142 |
Exercise Price [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Exercise Price [Member] | Private Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
One-touch Hurdle [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 18.12 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Private Placement Warrant [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Initial measurement | 5,166,000 |
Change in valuation inputs or other assumptions | (143,500) |
Fair value, end of period | 5,022,500 |
Public Warrant [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement | 9,315,000 |
Change in valuation inputs or other assumptions | (258,750) |
Fair value, end of period | 9,056,250 |
Transferred out from level 3 to level 1 | 9,056,250 |
Warrant Liabilities [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement | 14,481,000 |
Change in valuation inputs or other assumptions | (402,250) |
Fair value, end of period | $ 14,078,750 |