Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 03, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Virtuoso Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001822888 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39913 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock [Member] | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock [Member] | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 977,297 | $ 4,950 |
Prepaid expenses | 575,034 | |
Deferred offering costs | 174,584 | |
Total current assets | 1,552,331 | 179,534 |
Marketable securities held in trust account | 230,009,425 | |
Total assets | 231,561,756 | 179,534 |
Current liabilities: | ||
Accounts payable and accrued expenses | 85,298 | 62,500 |
Franchise tax payable | 50,000 | |
Due to related party | 23,226 | |
Sponsor loans | 92,766 | |
Total current liabilities | 158,524 | 155,266 |
Warrant liabilities | 10,926,000 | |
Deferred underwriting fee payable | 8,050,000 | |
Total liabilities | 19,134,524 | 155,266 |
Commitments and Contingencies | ||
Class A Common stock subject to possible redemption, 20,742,723 and 0 shares at redemption value, respectively | 207,427,230 | |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,257,277 shares and 0 shares (excluding 20,742,723 and 0 shares subject to possible redemption) issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 226 | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 575 | 575 |
Additional paid-in capital | 1,823,586 | 24,425 |
Retained earnings (Accumulated deficit) | 3,175,615 | (732) |
Total stockholders’ equity | 5,000,002 | 24,268 |
Total liabilities and stockholders’ equity | $ 231,561,756 | $ 179,534 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 20,742,723 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,257,277 | 0 |
Common stock, shares outstanding | 2,257,277 | 0 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 170,966 |
Loss from operations | (170,966) |
Other income (expense) | |
Interest earned on marketable securities held in trust account | 9,425 |
Change in fair value of warrant liabilities | 3,867,000 |
Offering expenses allocated to warrant issuance | (529,112) |
Total other income | 3,347,313 |
Net income | $ 3,176,347 |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 20,374,503 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares | 7,518,415 |
Basic and diluted net income per share, Non-redeemable common stock (in Shares) | shares | 0.42 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings (Deficit) | Total |
Balance at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (732) | $ 24,268 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | ||||
Balance at Mar. 31, 2021 | $ 226 | $ 575 | 1,823,586 | 3,175,615 | 5,000,002 |
Balance (in Shares) at Mar. 31, 2021 | 2,257,277 | 5,750,000 | |||
Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants | $ 2,300 | 209,224,317 | 209,226,617 | ||
Sale of Units in Initial Public Offering, less fair value of public warrants, net of offering expenses, plus excess of cash received over initial fair value of private warrants (in Shares) | 23,000,000,000,000 | ||||
Class A common stock subject to possible redemption | $ (2,074) | (207,425,156) | (207,427,230) | ||
Class A common stock subject to possible redemption (in Shares) | (20,742,723) | ||||
Net income | $ 3,176,347 | $ 3,176,347 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,176,347 |
Interest earned on trust account | (9,425) |
Change in fair value of warrant liabilities | (3,867,000) |
Offering costs allocated to warrants | 529,112 |
Changes in current assets and current liabilities: | |
Prepaid assets | (575,034) |
Franchise tax payable | 50,000 |
Due to related party | 23,226 |
Accounts payable | 85,298 |
Net cash used in operating activities | (587,476) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters’ discount | 225,400,000 |
Proceeds from issuance of Private Placement Warrants | 6,600,000 |
Repayment of promissory note to related party | (92,766) |
Payments of offering costs | (347,411) |
Net cash provided by financing activities | 231,559,823 |
Net Change in Cash | 972,347 |
Cash - Beginning | 4,950 |
Cash - Ending | 977,297 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | 203,745,030 |
Initial value of warrant liabilities | 14,793,000 |
Change in value of Class A common stock subject to possible redemption | 3,682,200 |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ 8,050,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Virtuoso Acquisition Corp. (the “Company”) was incorporated in Delaware on August 25, 2020. The Company, formerly known as Virtucon Acquisition Corp., filed a Certificate of Amendment to their Certificate of Incorporation on November 3, 2020 changing its name to Virtuoso Acquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Virtucon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on January 21, 2021 (the “Effective Date”). On January 26, 2021, the Company consummated the IPO of 23,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,600,000 warrants (the “Private Placement Warrant”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $13,109,495 consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee and $459,495 of other offering costs. Of the total transaction cost $529,112 was expensed as non-operating expenses in the statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on January 26, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Going Concern Consideration As of March 31, 2021, the Company had approximately $1.0 million in cash and working capital of approximately $1.4 million, which would be reduced by expenses incurred working on a business combination after the balance sheet date. Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement as of January 26, 2021 | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statement as of January 26, 2021 | Note 2 – Restatement of Previously Issued Financial Statement as of January 26, 2021 The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants (collectively 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 (the “Warrant Agreement”) 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 Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for Public and Private Placement Warrants, collectively (“Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity The Company, after consultation with the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of January 26, 2021, as previously reported in its Form 8-K (the “Restatement”). The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following summarizes the effect of the Restatement on each financial statement line item as of the date of the Company’s consummation of its IPO. As of January 26, 2021 As Reported Adjustment As Restated Balance Sheet Warrant Liabilities $ - $ 14,793,000 $ 14,793,000 Total Liabilities 8,661,113 14,793,000 23,454,113 Shares Subject to Redemption 218,538,030 (14,793,000) 203,745,030 Class A Common Stock 115 148 263 Additional Paid in Capital 5,021,786 528,964 5,550,750 (Accumulated Deficit) (22,473) (529,112) (551,585) |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — 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 (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US 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 Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents. Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $230,009,425 held in primarily U.S. Treasury bills. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on March 31, 2021 are as follows: Carrying Value as of Gross Unrealized Gains Fair Value as of Cash $ 73 $ - $ 73 U.S. Treasury Securities 230,009,352 16,964 230,026,316 $ 230,009,425 $ 16,964 $ 230,026,389 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,742,723 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for class A Common stock subject to possible redemption is calculated by dividing the proportionate share of interest income on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income on investments attributable to class A Common stock subject to possible redemption, by the weighted average number of shares of non-redeemable class A and B common stock outstanding for the period. Non-redeemable common stock includes Founder Shares class B common stock and non-redeemable shares of class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the interest income on investment securities based on non-redeemable shares’ proportionate interest. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. For the three Months Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on investments held in Trust Account $ 8,500 Less: interest available to be withdrawn for payment of taxes (8,500 ) Net income allocable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 20,374,503 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus redeemable net earnings Net income $ 3,176,347 Redeemable net earnings — Non-redeemable net income $ 3,176,347 Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 7,518,415 Basic and diluted net income per share, Non-Redeemable Common Stock $ 0.42 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,100,000 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (6,600,000) as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2021 used the observable market quote in the active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants for the initial valuation and at March 31, 2021. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share 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 a price of $11.50 per share. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per warrant ($6,600,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, (iii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if the Company fails to complete its initial business combination within 24 months from the closing of this offering, and (iv) not sell any of its founder shares or public shares to the Company in any tender offer the Company undertakes in connection with a proposed initial business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
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 28, 2020 the Sponsor purchased 3,450,000 shares of Class B common stock valued at $25,000, or approximately $0.007 per share, by paying certain deferred offering cost on behalf of the company. On December 28, 2020, the Company effected a dividend of 0.5 of a share of Class B common stock for each share of Class B common stock, resulting in 5,175,000 shares outstanding. On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 750,000 Founder Shares are no longer 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 (B) subsequent to a Business Combination. Notwithstanding the foregoing, if the last reported sale price of the shares of our 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, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On September 2, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and due on the earlier of (a) March 31, 2021 or (b) the closing of this offering. The loan was repaid in full at the IPO on January 26, 2021. As of March 31, 2021 and December 31, 2020, the balance in the promissory was $0 and $92,766, respectively. Administrative Support Agreement Commencing on January 21, 2021, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company had incurred $23,226 of administrative support expense. Working Capital 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 $1,500,000 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. As of March 31, 2021 and December 31, 2020, no working capital loans have been issued. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $8,050,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholder_s Equity
Stockholder’s Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity | Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial 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 the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements 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: March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Warrant liabilities – Public warrants $ 6,900,000 $ 6,900,000 $ - $ - Warrant liabilities – Private warrants 4,026,000 - 4,026,000 Total $ 10,926,000 $ 6,900,000 $ - $ 4,026,000 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021, other than the transfer of Public warrants liabilities from Level 3 to Level 1 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our liabilities classified as Level 3: Warrant Fair value at December 31, 2020 $ - Initial value of public and private warrant liabilities 14,793,000 Public warrants reclassified to level 1 (6,900,000 ) Change in fair value (3,867,000 ) Fair Value at March 31, 2021 $ 4,026,000 The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.59 $ 9.67 Strike price $ 11.50 $ 11.50 Term (in years) 6.53 6.34 Volatility 14.7 % 12.8 % Risk-free rate 0.71 % 1.24 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Warrant Fair value as of December 31, 2020 $ — $ — $ — Fair value at issuance on January 26, 2021 9,315,000 5,478,000 14,793,000 Change in fair value (2,415,000 ) (1,452,000 ) (3,867,000 ) Fair value as of March 31, 2021 $ 6,900,000 $ 4,026,000 $ 10,926,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Pending Merger On May 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Wejo Group Limited, a company incorporated under the laws of Bermuda (the “Wejo Group”), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of the Company (“Merger Sub”), Wejo Bermuda Limited, a Bermuda private company limited by shares, (“Limited”), and Wejo Limited, a private limited company incorporated under the laws of England and Wales (“Wejo”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) Merger Sub will merge with and into the Company, with the Company being the surviving corporation in the merger and a direct, wholly-owned subsidiary of the Wejo Group (the “Merger”, and together with the transactions contemplated by the Merger Agreement and the other related agreements entered into in connection therewith, the “Transactions”); and (ii) all Wejo shares will be purchased by the Wejo Group in exchange for common shares of the Wejo Group, par value $0.001 (the “Wejo Group Common Shares”). The proposed Business Combination is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions. Consummation of the Business Combination is subject to customary conditions, representations, warranties and covenants in the Merger Agreement, including, among others, approval by our stockholders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. The Business Combination is expected to close in the third quarter of 2021. In connection with the execution of the Merger Agreement, the Company and Wejo Group entered into certain subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, Wejo Group has agreed to issue and sell to the PIPE Investors, in the aggregate, $100,000,000 of Wejo Group Common Shares (the “PIPE Investment”) at a purchase price of $10.00 per share. Additional strategic investors have expressed interest in participating in the PIPE for up to an incremental $25 million by June 27, 2021 and are in continuing negotiations with the parties. The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and it is expected that the Transactions will be consummated immediately following the closing of the PIPE Investment. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto, (iii) Wejo Group’s notification to the PIPE Investor in writing that it has abandoned its plans to move forward with the Transactions and/or terminates the PIPE Investor’s obligation’s with respect to the subscription without the delivery of shares having occurred, (iv) if conditions to the closing are not satisfied at or are not capable of being satisfied on or prior to closing and the transactions contemplated by the subscription agreement are not consummated at closing, or (v) the closing has not occurred by March 31, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US 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 Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had no cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $230,009,425 held in primarily U.S. Treasury bills. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,742,723 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for class A Common stock subject to possible redemption is calculated by dividing the proportionate share of interest income on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income on investments attributable to class A Common stock subject to possible redemption, by the weighted average number of shares of non-redeemable class A and B common stock outstanding for the period. Non-redeemable common stock includes Founder Shares class B common stock and non-redeemable shares of class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the interest income on investment securities based on non-redeemable shares’ proportionate interest. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. For the three Months Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on investments held in Trust Account $ 8,500 Less: interest available to be withdrawn for payment of taxes (8,500 ) Net income allocable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 20,374,503 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus redeemable net earnings Net income $ 3,176,347 Redeemable net earnings — Non-redeemable net income $ 3,176,347 Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 7,518,415 Basic and diluted net income per share, Non-Redeemable Common Stock $ 0.42 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs totaling $13,109,495, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $459,495 of other offering costs are related to the Public Offering. Of the total offering costs, $529,112 was expensed as non-operating expenses in the statement of operations with the remaining balance of $12,580,383 recorded as a component of stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
Warrant liabilities | Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 18,100,000 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (6,600,000) as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2021 used the observable market quote in the active market. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants for the initial valuation and at March 31, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement as of January 26, 2021 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement on each financial statement line item | As of January 26, 2021 As Reported Adjustment As Restated Balance Sheet Warrant Liabilities $ - $ 14,793,000 $ 14,793,000 Total Liabilities 8,661,113 14,793,000 23,454,113 Shares Subject to Redemption 218,538,030 (14,793,000) 203,745,030 Class A Common Stock 115 148 263 Additional Paid in Capital 5,021,786 528,964 5,550,750 (Accumulated Deficit) (22,473) (529,112) (551,585) |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities | Carrying Value as of Gross Unrealized Gains Fair Value as of Cash $ 73 $ - $ 73 U.S. Treasury Securities 230,009,352 16,964 230,026,316 $ 230,009,425 $ 16,964 $ 230,026,389 |
Schedule of basic and diluted net income (loss) per share for common shares | For the three Months Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on investments held in Trust Account $ 8,500 Less: interest available to be withdrawn for payment of taxes (8,500 ) Net income allocable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 20,374,503 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus redeemable net earnings Net income $ 3,176,347 Redeemable net earnings — Non-redeemable net income $ 3,176,347 Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 7,518,415 Basic and diluted net income per share, Non-Redeemable Common Stock $ 0.42 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Warrant liabilities – Public warrants $ 6,900,000 $ 6,900,000 $ - $ - Warrant liabilities – Private warrants 4,026,000 - 4,026,000 Total $ 10,926,000 $ 6,900,000 $ - $ 4,026,000 |
Schedule of changes in the fair value of warrant liabilities | Warrant Fair value at December 31, 2020 $ - Initial value of public and private warrant liabilities 14,793,000 Public warrants reclassified to level 1 (6,900,000 ) Change in fair value (3,867,000 ) Fair Value at March 31, 2021 $ 4,026,000 |
Schedule of quantitative information regarding Level 3 fair value measurements | At At Stock price $ 9.59 $ 9.67 Strike price $ 11.50 $ 11.50 Term (in years) 6.53 6.34 Volatility 14.7 % 12.8 % Risk-free rate 0.71 % 1.24 % Dividend yield 0.0 % 0.0 % |
Schedule of changes in the fair value of warrant liabilities | Public Private Warrant Fair value as of December 31, 2020 $ — $ — $ — Fair value at issuance on January 26, 2021 9,315,000 5,478,000 14,793,000 Change in fair value (2,415,000 ) (1,452,000 ) (3,867,000 ) Fair value as of March 31, 2021 $ 6,900,000 $ 4,026,000 $ 10,926,000 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 26, 2021 | Mar. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | ||
Sale of stock, price per share (in Dollars per share) | $ 10 | |
Transaction costs | $ 13,109,495 | |
Underwriting fee | 4,600,000 | |
Deferred underwriting fee | 8,050,000 | |
Other offering costs | 459,495 | |
Total transaction cost | 529,112 | |
Component of stock holders equity | $ 12,580,383 | |
Business combination fair market value trust account percentage | 80.00% | |
Business acquisition voting interests | 50.00% | |
Trust account per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Redeem percentage | 100.00% | |
Business combination, description | The Company’s Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. | |
Unsecured promissory note | $ 1,000,000 | |
Working capital | $ 1,400,000 | |
Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Share units (in Shares) | 23,000,000 | 23,000,000 |
Sale of stock, price per share (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds | $ 230,000,000 | |
Net proceeds amount | $ 230,000,000 | |
Private Placement Warrant [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Sale warrants share (in Shares) | 6,600,000 | |
Warrants price per share (in Dollars per share) | $ 1 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement as of January 26, 2021 (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Shares outstanding percentage | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement as of January 26, 2021 (Details) - Schedule of restatement on each financial statement line item | Mar. 31, 2021USD ($) |
As Reported [Member] | |
Balance Sheet | |
Warrant Liabilities | |
Total Liabilities | 8,661,113 |
Shares Subject to Redemption | 218,538,030 |
Class A Common Stock | 115 |
Additional Paid in Capital | 5,021,786 |
(Accumulated Deficit) | (22,473) |
Adjustment [Member] | |
Balance Sheet | |
Warrant Liabilities | 14,793,000 |
Total Liabilities | 14,793,000 |
Shares Subject to Redemption | (14,793,000) |
Class A Common Stock | 148 |
Additional Paid in Capital | 528,964 |
(Accumulated Deficit) | (529,112) |
Adjusted [Member] | |
Balance Sheet | |
Warrant Liabilities | 14,793,000 |
Total Liabilities | 23,454,113 |
Shares Subject to Redemption | 203,745,030 |
Class A Common Stock | 263 |
Additional Paid in Capital | 5,550,750 |
(Accumulated Deficit) | $ (551,585) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Significant Accounting Policies (Details) [Line Items] | |
U.S. Treasury bills | $ 230,009,425 |
Federal depository insurance coverage | 250,000 |
Offering costs | 13,109,495 |
Underwriting fee | 4,600,000 |
Deferred underwriting fee | 8,050,000 |
Other offering costs | 459,495 |
Non-operating expense | 529,112 |
Amount of component of stockholders equity | $ 12,580,383 |
Common stock warrants issued (in Shares) | shares | 18,100,000 |
Initial Public Offering [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | 11,500,000 |
Private Placement [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | 6,600,000 |
Class A common stock [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Subject to possible redemption, shares (in Shares) | shares | 20,742,723 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities [Line Items] | |
Carrying Value as of March 31, 2020 | $ 230,009,425 |
Gross Unrealized Gains | 16,964 |
Fair Value as of March 31, 2020 | 230,026,389 |
Cash [Member] | |
Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities [Line Items] | |
Carrying Value as of March 31, 2020 | 73 |
Gross Unrealized Gains | |
Fair Value as of March 31, 2020 | 73 |
U.S. Treasury Securities [Member] | |
Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities [Line Items] | |
Carrying Value as of March 31, 2020 | 230,009,352 |
Gross Unrealized Gains | 16,964 |
Fair Value as of March 31, 2020 | $ 230,026,316 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share for common shares | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest income on investments held in Trust Account | $ 8,500 |
Less: interest available to be withdrawn for payment of taxes | (8,500) |
Net income allocable to Class A common stock subject to possible redemption | |
Denominator: Weighted average Redeemable Class A Common Stock | |
Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock (in Shares) | shares | 20,374,503 |
Basic and diluted net earnings per share, Redeemable Class A Common Stock (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net income minus redeemable net earnings | |
Net income | $ 3,176,347 |
Redeemable net earnings | |
Non-redeemable net income | $ 3,176,347 |
Denominator: Weighted average Non-Redeemable Common Stock | |
Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock (in Shares) | shares | 7,518,415 |
Basic and diluted net income per share, Non-Redeemable Common Stock (in Dollars per share) | $ / shares | $ 0.42 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Jan. 26, 2021 | Mar. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 10 | |
Common Stock, par value | $ 0.0001 | |
Public warrant, description | Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. | |
Common stock trading days | 10 days | |
Warrants description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | |
Warrant redemption description | Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of share units | 23,000,000 | 23,000,000 |
Price per share | $ 10 | $ 10 |
Private Placement Warrants (Det
Private Placement Warrants (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Private Placement Warrants (Details) [Line Items] | |
Price per unit | $ 10 |
Percentage of redeem public shares | 100.00% |
Private Placement Warrants [Member] | |
Private Placement Warrants (Details) [Line Items] | |
Purchased aggregate shares | shares | 6,600,000 |
Price per unit | $ 1 |
Gross proceeds | $ | $ 6,600,000 |
Sale of stock, description | each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jan. 21, 2021 | Dec. 28, 2020 | Aug. 28, 2020 | Mar. 31, 2021 | Jan. 26, 2021 | Dec. 31, 2020 | Sep. 02, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||
Dividend per share (in Shares) | 0.5 | ||||||
Related party transaction, description | On January 21, 2021, the Company effected a 1.1111 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 founder shares including 750,000 Founder Shares that are subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part. | ||||||
Common stock equals or exceeds per share (in Dollars per share) | $ 9.67 | $ 9.59 | |||||
Office space and administrative support services fees | $ 10,000 | ||||||
Admin support expense | $ 23,226 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Warrant price per share (in Dollars per share) | $ 1 | ||||||
Promissory Note [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 300,000 | ||||||
Balance of promissory | $ 0 | $ 92,766 | |||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding (in Shares) | 5,175,000 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding (in Shares) | 5,750,000 | 5,750,000 | |||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of share (in Shares) | 3,450,000 | ||||||
Common stock value | $ 25,000 | ||||||
Common stock per share (in Shares) | 0.007 | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares outstanding (in Shares) | 2,257,277 | 0 | |||||
Common stock equals or exceeds per share (in Dollars per share) | $ 12 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Jan. 26, 2021USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Fixed underwriting discount per unit | $ / shares | $ 0.20 |
Fixed underwriting discount | $ | $ 4,600,000 |
Deferred under writing discount per unit | $ / shares | $ 0.35 |
Deferred underwriting discount | $ | $ 8,050,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholder’s Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par share (in Dollars per share) | $ 0.0001 | |
Business Combination, description | The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |
Class A Common Stock [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,257,277 | 0 |
Shares subject to possible redemption | 20,742,723 | 0 |
Common stock, shares outstanding | 2,257,277 | 0 |
Class B Common Stock [Member] | ||
Stockholder’s Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Business combination conversion basis percentage | 20.00% | |
Common stock voting rights | Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Public warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | $ 6,900,000 |
Private warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | 4,026,000 |
Total | 10,926,000 |
Quoted Prices In Active Markets (Level 1) | Public warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | 6,900,000 |
Quoted Prices In Active Markets (Level 1) | Private warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Total | 6,900,000 |
Significant Other Observable Inputs (Level 2) | Public warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) | Public warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) | Private warrants [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Warrant liabilities | 4,026,000 |
Total | $ 4,026,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Warrants Liability [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value at December 31, 2020 | |
Initial value of public and private warrant liabilities | 14,793,000 |
Public warrants reclassified to level 1 | (6,900,000) |
Change in fair value | (3,867,000) |
Fair Value at March 31, 2021 | $ 4,026,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | Mar. 31, 2021 | Jan. 26, 2021 |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Stock price (in Dollars per share) | $ 9.67 | $ 9.59 |
Strike price (in Dollars per share) | $ 11.50 | $ 11.50 |
Term (in years) | 6 years 124 days | 6 years 193 days |
Volatility | 12.80% | 14.70% |
Risk-free rate | 1.24% | 0.71% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | |
Fair value at issuance on January 26, 2021 | 9,315,000 |
Change in fair value | (2,415,000) |
Fair value as of March 31, 2021 | 6,900,000 |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | |
Fair value at issuance on January 26, 2021 | 5,478,000 |
Change in fair value | (1,452,000) |
Fair value as of March 31, 2021 | 4,026,000 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | |
Fair value at issuance on January 26, 2021 | 14,793,000 |
Change in fair value | (3,867,000) |
Fair value as of March 31, 2021 | $ 10,926,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jun. 27, 2021 | May 28, 2021 | |
Subsequent Events (Details) [Line Items] | |||
Aggregate of shares value | $ 100,000,000 | ||
Price per share | $ 10 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common shares exchange par value | $ 0.001 | ||
Forecast [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Incremental value | $ 25,000,000 |