Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Healthcare Capital Corp/DE | |
Trading Symbol | HCCC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001822935 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39893 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2609863 | |
Entity Address, Address Line One | 301 North Market Street | |
Entity Address, Address Line Two | Suite 1414 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | (561) | |
Local Phone Number | 810-0031 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 27,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 733,020 | |
Prepaid expenses | 90,750 | |
Total Current Assets | 823,770 | |
Deferred offering costs | 165,029 | |
Marketable securities held in Trust Account | 275,011,620 | |
TOTAL ASSETS | 275,835,390 | 165,029 |
Current liabilities | ||
Accrued expenses | 433,331 | 1,374 |
Accrued offering costs | 50,175 | |
Due to related parties | 89,854 | |
Total Current Liabilities | 433,331 | 141,403 |
Deferred underwriting fee payable | 10,325,000 | |
Warrant liability | 14,247,500 | |
Total Liabilities | 25,005,831 | 141,403 |
Commitments and Contingencies | ||
Class A common stock, $.0001 par value; 100,000,000 shares authorized; 27,500,000 and no shares subject to possible redemption issued and outstanding at redemption value at September 30, 2021 and December 31, 2020, respectively | 275,000,000 | |
Stockholders’ (Deficit) Equity | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,875,000 and 6,900,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 687 | 690 |
Additional paid-in capital | 24,310 | |
Accumulated deficit | (24,171,128) | (1,374) |
Total Stockholders’ (Deficit) Equity | (24,170,441) | 23,626 |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 275,835,390 | $ 165,029 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 subject to possible redemption | 27,500,000 | |
Common stock, shares issued | 27,500,000 | 0 |
Common stock, shares outstanding | 27,500,000 | 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 | 6,875,000 | 6,900,000 |
Common stock, shares outstanding | 6,875,000 | 6,900,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Formation and operating costs | $ 878 | $ 506,752 | $ 1,201,860 |
Loss from operations | (878) | (506,752) | (1,201,860) |
Other income: | |||
Change in fair value of warrants | 752,500 | 8,082,500 | |
Transaction costs allocated to warrant liabilities | (850,929) | ||
Fair value of warrant liability in excess of purchase price paid for Private Placement Warrants | (680,000) | ||
Interest earned on marketable securities held in Trust Account | 4,225 | 11,620 | |
Total other income, net | 756,725 | 6,563,191 | |
Net income (loss) | $ (878) | $ 249,973 | $ 5,361,331 |
Weighted average shares outstanding of Class A common stock (in Shares) | 27,500,000 | 25,485,348 | |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ 0 | $ 0.01 | $ 0.17 |
Weighted average shares outstanding of Class B common stock (in Shares) | 6,250,000 | 6,875,000 | 6,810,897 |
Basic and diluted net income per share, Class B common stock (in Dollars per share) | $ 0 | $ 0.01 | $ 0.17 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 17, 2020 | ||||
Balance (in Shares) at Aug. 17, 2020 | ||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | |
Issuance of Class B common stock to Sponsor (in Shares) | 6,900,000 | |||
Net income (loss) | (878) | (878) | ||
Balance at Sep. 30, 2020 | $ 690 | 24,310 | (878) | 24,122 |
Balance (in Shares) at Sep. 30, 2020 | 6,900,000 | |||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (1,374) | 23,626 |
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | |||
Accretion for Class A common stock to redemption amount | (24,313) | (29,531,085) | (29,555,398) | |
Accretion for Class A common stock to redemption amount (in Shares) | ||||
Forfeiture of Founder Shares | $ (3,000,000) | 3,000,000 | ||
Forfeiture of Founder Shares (in Shares) | (25,000) | |||
Balance at Mar. 31, 2021 | $ 687 | (21,950,688) | (21,950,001) | |
Balance (in Shares) at Mar. 31, 2021 | 6,875,000 | |||
Net income (loss) | (2,470,413) | (2,470,413) | ||
Balance at Jun. 30, 2021 | $ 687 | (24,421,101) | (24,420,414) | |
Balance (in Shares) at Jun. 30, 2021 | 6,875,000 | |||
Net income (loss) | 249,973 | 249,973 | ||
Balance at Sep. 30, 2021 | $ 687 | $ (24,171,128) | $ (24,170,441) | |
Balance (in Shares) at Sep. 30, 2021 | 6,875,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (878) | $ 5,361,331 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrants | (8,082,500) | |
Transaction costs allocated to warrant liabilities | 850,929 | |
Fair Value of Warrant Liability in excess of Purchase Price | 680,000 | |
Interest earned on marketable securities held in Trust Account | (11,620) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (90,750) | |
Accrued expenses | 878 | 431,957 |
Net cash used in operating activities | (860,653) | |
Cash Flows from Investing Activities: | ||
Investment in cash into Trust Account | (275,000,000) | |
Net cash used in investing activities | (275,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 270,200,000 | |
Proceeds from sale of Private Placement Warrants | 6,800,000 | |
Proceeds from promissory note – related party | 258 | |
Repayment of promissory note – related party | (90,112) | |
Payments of offering costs | (316,473) | |
Net cash provided by financing activities | 276,593,673 | |
Net Change in Cash | 733,020 | |
Cash – Beginning | ||
Cash – Ending | 733,020 | |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 17,675 | |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | $ 25,000 | |
Initial classification of Class A common stock subject to possible redemption | 275,000,000 | |
Deferred underwriting fee payable | 10,325,000 | |
Initial classification of warrant liability | 22,330,000 | |
Forfeiture of Founder Shares | $ (3) |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Healthcare Capital Corp. (the “Company”) is a blank check company incorporated in Delaware on August 18, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 18, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, including the proposed business combination with Alpha Tau Medical Ltd. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statements for the Company’s Initial Public Offering were declared effective on January 14, 2021. On January 20, 2021, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,500,000 Units, at $10.00 per Unit, generating gross proceeds of $275,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,800,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Healthcare Capital Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,800,000, which is described in Note 5. Transaction costs amounted to $15,556,327, consisting of $4,800,000 of underwriting fees, $10,325,000 of deferred underwriting fees and $431,327 of other offering costs Following the closing of the Initial Public Offering on January 20, 2021, an amount of $275,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq rules provide that the 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 (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. 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 stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to vote its Founder Shares and Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination if the Company seeks stockholder approval of a Business Combination, (b) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering, (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment, and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering. The Company will have until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $0.7 million in its operating bank accounts and working capital of approximately $0.5 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover certain formation and offering costs in exchange for the issuance of the Founder Shares, a loan of up to $300,000 from the Sponsor pursuant to the promissory note (the “Note”) (see Note 6), and the proceeds from the sales of the Private Placement Warrants not held in the Trust Account. The Note was repaid on March 31, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”) (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. In November 2021, the Sponsor committed to provide loans of up to $50,000 to the Company through November 14, 2022, if needed and requested by the Company, which loans will be non-interest bearing, unsecured and payable upon consummation of a Business Combination. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration that redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to restate the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously Adjustment As Restated Balance Sheet as of January 20, 2021 Class A common stock subject to possible redemption $ 238,937,290 $ 36,062,710 $ 275,000,000 Class A common stock $ 361 $ (361 ) $ — Additional paid-in capital $ 6,531,264 $ (6,531,264 ) $ — Accumulated deficit $ (1,532,203 ) $ (29,531,085 ) $ (31,063,388 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (36,062,710 ) $ (31,062,701 ) Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Class A common stock $ 270 $ (270 ) $ - Retained earnings/(Accumulated deficit) $ 4,961,551 $ (26,949,738 ) $ (21,988,187 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (26,950,008 ) $ (21,950,001 ) Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 245,579,585 $ 29,420,415 $ 275,000,000 Class A common stock $ 294 $ (294 ) $ - Retained earnings/(Accumulated deficit) $ 4,999,020 $ (29,420,121 ) $ (24,421,101 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (29,420,415 ) $ (24,420,414 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Sale of 27,500,000 Units, net of underwriter discounts and offering expenses $ 245,430,403 $ (245,430,403 ) $ — Initial value of common stock subject to possible redemption $ (248,049,993 ) $ 248,049,993 $ — Accretion for Class A common stock to possible redemption amount $ — $ (29,555,398 ) $ (29,555,398 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (26,950,008 ) $ (21,950,001 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption $ (2,470,383 ) $ 2,420,383 $ — Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (29,420,415 ) $ (24,420,414 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Change in Class A common stock subject to possible redemption $ (2,470,407 ) 2,470,407 — In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: As Previously As Previously As Previously Reported As Restated Reported As Restated Reported As Restated March 31, March 31, June 30, June 30, June 30, June 30, Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,893,729 21,388,889 24,804,709 27,500,000 25,379,500 24,461,326 Basic and diluted net loss per share, Class A common stock $ — $ 0.27 $ — $ (0.07 ) $ — $ 0.16 Basic and diluted weighted average shares outstanding, Class B common stock 9,485,433 6,680,556 9,570,291 6,875,000 8,664,505 6,778,315 Basic and diluted net loss per share, Class B common stock $ 0.80 $ 0.27 $ (0.26 ) $ (0.07 ) $ 0.59 $ 0.16 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses for the reporting periods presented. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,556,327 were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering excluding, $850,929 which were included as expenses in the condensed statement of operations (see Note 1). Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 275,000,000 Less: Proceeds allocated to Public Warrants $ (14,850,000 ) Class A common stock issuance costs (14,705,398 ) Plus: Accretion of carrying value to redemption value $ 29,555,398 Class A common stock subject to possible redemption $ 275,000,000 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 Financial Accounting Standards Board (FASB) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ASC 480 and ASC 815, Derivatives and Hedging ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially estimated using a Monte Carlo simulation with subsequent remeasurements of the Public Warrants utilizing the trading stock price (see Note 9). Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020 The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income (Loss) Per Share Net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,550,000 Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from August 18, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 199,978 $ 49,995 $ 4,230,689 $ 1,130,642 $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 27,500,000 6,875,000 25,485,348 6,810,897 — 6,250,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.17 $ 0.17 $ — $ 0.00 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update, (“ASU”) 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $6,800,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the fair value of the Private Placement Warrants exceeding the purchase price at the time of purchase, the Company incurred a charge of $680,000 during the period of January 20,2021 to September 30, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On September 2, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On January 14, 2021, the Company effected a 1.2 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares. The Founder Shares include an aggregate of up to 900,000 shares of Class B common stock that were subject to forfeiture. As a result of the partial exercise of the underwriter’s overallotment, 875,000 shares are no longer subject to forfeiture and 25,000 Founder Shares were forfeited. The Founder Shares collectively represent 20% of the Company’s issued and outstanding shares as of September 30, 2021. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 14, 2021 to pay the Sponsor a total of $10,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $90,000, respectively, in fees related to these services. There were no amounts included in accrued expenses at December 31, 2020 or September 30, 2021. For the period from August 18, 2020 (Inception) through September 30, 2020, the Company did not incur any fees for these services. Promissory Notes — Related Party On September 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the Note. The Note is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The Company borrowed $90,112 under the Note which was repaid on March 31, 2021. As of September 30, 2021, there were no amounts outstanding under the Note. Borrowings under the Note are no longer available. Due to Sponsor At the closing of the Initial Public Offering, on January 20, 2021, the Sponsor over-funded the Trust Account in the amount of $3,000,000. These funds were returned by the trustee to the Sponsor on January 21, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. 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 September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. In November 2021, the Sponsor committed to provide loans of up to $50,000 to the Company through November 14, 2022, if needed and requested by the Company, which loans will be non-interest bearing, unsecured and payable upon consummation of a Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit on the 24,000,000 Units sold as part of our Initial Public Offering, or $8,400,000. The underwriters are also entitled to a deferred fee of $0.55 per unit on the 3,500,000 units sold as part of the underwriter’s partial exercise of their overallotment option, or $1,925,000. The underwriters are entitled to a fee of $10,325,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On July 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (“Alpha Tau”) and Archery Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Alpha Tau (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), the Company will become a wholly owned subsidiary of Alpha Tau, with the securityholders of the Company becoming securityholders of Alpha Tau. The parties anticipate that the Transactions will be consummated in the fourth quarter of 2021, after the required approval by the stockholders of the Company (the “Company Stockholder Approval”) and the ordinary and preferred shareholders of Alpha Tau (the “Alpha Tau Shareholder Approval”) and the fulfillment or waiver of certain other conditions. Contingent Fee Agreements On April 15, 2021, the Company entered into an agreement with a vendor for legal services related to the Merger. Specifically, the agreement calls for due diligence fees to be paid based on work performed in the event of a consummation of the Merger. The amount of fees incurred through September 30, 2021 which would be payable upon the consummation of the Merger was $344,000. On April 15, 2021, the Company entered into an agreement with an investment bank for advisory services related to the Merger. Specifically, the agreement calls for a success fee of $3,600,000 to be paid if the Merger is successfully consummated. Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, the Sponsor and certain insiders entered into a letter agreement (the “Sponsor Support Agreement”) in favor of the Company and Alpha Tau, pursuant to which they have agreed to, among other items, (i) vote all shares of common stock of the Company beneficially owned by them in favor of the Transactions and each other proposal related to the Transactions proposed by the Company’s board of directors at the meeting of the Company stockholders relating to the Transactions; (ii) appear at such stockholder meeting (or otherwise cause such shares to be counter as present thereat) for the purpose of establishing a quorum; (iii) vote all such shares against any action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or any other agreement entered into in connection with the Transactions or result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled and against any change in business, management or the board of directors of the Company (other than as contemplated by the Transactions); (v) not to redeem or seek to redeem any such shares, in connection with the Company Stockholder Approval; and (vi) not to transfer, assign or sell such shares, except to certain permitted transferees, prior to the consummation of the Transactions. Additionally, the Sponsor Support Agreement provides that the Sponsor and such insiders agreed not to transfer any of the Alpha Tau’s equity securities owned by the Sponsor and such insiders, except to certain permitted transferees, beginning upon the consummation of the Transactions (the “Effective Time”) and continuing until the earlier of (x) one year following the Closing Date (as defined in the Merger Agreement) and (y) following the date that the last sale price of the ordinary shares of Alpha Tau (“Alpha Tau Ordinary Shares”) equals or exceeds $12.00 per share (subject to certain adjustments) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing Date. The Sponsor Support Agreement also provides that the Sponsor will, immediately prior to the Effective Time, surrender to the Company for no consideration 1,031,250 Founder Shares and 1,020,000 Private Placement Warrants owned by the Sponsor (the “Forfeiture”). Further, in the event that the Aggregate Transaction Proceeds (as defined in the Merger Agreement) are less than or equal to $225,000,000, the Sponsor will, immediately prior to the Effective Time, surrender to the Company for no consideration 1,718,750 Founder Shares and 1,700,000 private placement warrants (collectively, the “Redemption Equity”). In the event that the Aggregate Transaction Proceeds exceed $225,000,000 but are less than $250,000,000, the Sponsor will, immediately prior to the Effective Time, surrender to the Company for no consideration such percentage of Redemption Equity that is equal to 100% minus the quotient of (x) the amount by which the Aggregate Transaction Proceeds exceed $225,000,000 (not to exceed $25,000,000), divided by (y) $25,000,000. In the event the Aggregate Transaction Proceeds exceed $250.0 million, no Redemption Equity will be forfeited. Further, an additional 1,375,000 Founder Shares and 1,360,000 Private Placement Warrants (the “Conditional Equity”) are subject to vesting over a three year period following the Closing Date (the “Earnout Period”). The Conditional Equity shall vest only if the volume-weighted average price of Alpha Tau’s ordinary shares on the Nasdaq exceeds $14.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like recapitalization) for 20 trading days within any 30-trading day period (the “Earnout Condition”). If the Earnout Condition is not satisfied, the Conditional Equity shall not vest and the Sponsor shall, immediately as of the expiration of the Earnout Period, automatically be deemed to irrevocably transfer to Alpha Tau, surrender and forfeit (and the Sponsor shall take all actions necessary to effect such transfer, surrender and forfeiture) for no consideration the Conditional Equity. During the Earnout Period, subject to certain exceptions, the Sponsor shall not transfer the Conditional Equity. PIPE Subscription Agreements Concurrently with the execution of the Merger Agreement, Alpha Tau entered into Subscription Agreements with certain investors (“PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and Alpha Tau has agreed to issue and sell to the PIPE Investors, an aggregate of approximately 9,263,006 Alpha Tau Ordinary Shares (on a post-Share Split (as defined below) basis) for an aggregate purchase price of up to $92,630,060 immediately prior to the Effective Time, on the terms and subject to the conditions set forth therein. The Subscription Agreements contain customary representations and warranties of Alpha Tau, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Merger. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Restated) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY(DEFICIT) (RESTATED) | NOTE 8 — STOCKHOLDERS’ EQUITY(DEFICIT) (RESTATED) Preferred Stock Class A Common Stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock, par value $0.0001 per share. At September 30, 2021, there were 27,500,000 shares of Class A common stock issued and outstanding, which are presented as temporary equity. At December 31, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. Holders of the Company’s common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants Disclosure [Abstract] | |
WARRANTS | NOTE 9 — WARRANTS Warrants — The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; or ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such 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 its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $275,011,620 in a money market fund which is invested in U.S. Treasury Securities. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 275,011,620 $ — Liabilities: Warrant liability – Public Warrants 1 9,487,500 — Warrant liability – Private Placement Warrants 3 4,760,000 — Initial Measurement The Company established the initial fair value for the Public Warrants and Private Placement Warrants on January 20, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation for both the Public Warrants and Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants and the Private Placement Warrants were as follows at initial measurement: Input January 20, 2021 Risk-free interest rate 0.62 % Trading days per year 250 Expected volatility 16.4 % Exercise price $ 11.50 Stock Price $ 9.46 On January 20, 2021, the fair value of the Public Warrants and Private Placement Warrants were determined to be $1.08 and $1.10 per warrant, respectively, for aggregate values of $14.8 million and $7.5 million, respectively. Subsequent Measurement The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the consolidated statements of operations. The key inputs into the Monte Carlo simulation for the Private Placement Warrants as of March 31, June 30, and September 30, 2021 were: Input March 31, June 30, September 30, Risk-free interest rate 1.16 % 0.96 % 1.02 % Trading days per year 250 250 250 Expected volatility 15.0 % 15.0 % 12.3 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 9.66 $ 9.65 $ 9.86 The following table presents the changes in the Level 3 fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 20, 2021 7,480,000 14,850,000 22,330,000 Change in fair value (3,196,000 ) (6,187,500 ) (9,383,500 ) Transfer to Level 1 — (8,662,500 ) (8,662,500 ) Fair value as of March 31, 2021 $ 4,284,000 $ — $ 4,284,000 Change in fair value 816,000 — 816,000 Fair value as of June 30, 2021 5,100,000 — 5,100,000 Change in fair value (340,000 ) — (340,000 ) Fair value as of September 30, 2021 $ 4,760,000 $ — $ 4,760,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during nine months ended September 30, 2021 was $8,662,500. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses for the reporting periods presented. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,556,327 were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering excluding, $850,929 which were included as expenses in the condensed statement of operations (see Note 1). |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 275,000,000 Less: Proceeds allocated to Public Warrants $ (14,850,000 ) Class A common stock issuance costs (14,705,398 ) Plus: Accretion of carrying value to redemption value $ 29,555,398 Class A common stock subject to possible redemption $ 275,000,000 |
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 Financial Accounting Standards Board (FASB) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ASC 480 and ASC 815, Derivatives and Hedging ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially estimated using a Monte Carlo simulation with subsequent remeasurements of the Public Warrants utilizing the trading stock price (see Note 9). |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020 The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,550,000 Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period from August 18, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 199,978 $ 49,995 $ 4,230,689 $ 1,130,642 $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 27,500,000 6,875,000 25,485,348 6,810,897 — 6,250,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.17 $ 0.17 $ — $ 0.00 |
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update, (“ASU”) 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of impact of the restatement on the company’s financial statements | As Previously Adjustment As Restated Balance Sheet as of January 20, 2021 Class A common stock subject to possible redemption $ 238,937,290 $ 36,062,710 $ 275,000,000 Class A common stock $ 361 $ (361 ) $ — Additional paid-in capital $ 6,531,264 $ (6,531,264 ) $ — Accumulated deficit $ (1,532,203 ) $ (29,531,085 ) $ (31,063,388 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (36,062,710 ) $ (31,062,701 ) Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Class A common stock $ 270 $ (270 ) $ - Retained earnings/(Accumulated deficit) $ 4,961,551 $ (26,949,738 ) $ (21,988,187 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (26,950,008 ) $ (21,950,001 ) Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 245,579,585 $ 29,420,415 $ 275,000,000 Class A common stock $ 294 $ (294 ) $ - Retained earnings/(Accumulated deficit) $ 4,999,020 $ (29,420,121 ) $ (24,421,101 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (29,420,415 ) $ (24,420,414 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Sale of 27,500,000 Units, net of underwriter discounts and offering expenses $ 245,430,403 $ (245,430,403 ) $ — Initial value of common stock subject to possible redemption $ (248,049,993 ) $ 248,049,993 $ — Accretion for Class A common stock to possible redemption amount $ — $ (29,555,398 ) $ (29,555,398 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (26,950,008 ) $ (21,950,001 ) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption $ (2,470,383 ) $ 2,420,383 $ — Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (29,420,415 ) $ (24,420,414 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classification of Class A common stock subject to possible redemption $ 248,049,992 $ 26,950,008 $ 275,000,000 Change in Class A common stock subject to possible redemption $ (2,470,407 ) 2,470,407 — |
Schedule of common stock share pro rata in the income (loss) | As Previously As Previously As Previously Reported As Restated Reported As Restated Reported As Restated March 31, March 31, June 30, June 30, June 30, June 30, Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,893,729 21,388,889 24,804,709 27,500,000 25,379,500 24,461,326 Basic and diluted net loss per share, Class A common stock $ — $ 0.27 $ — $ (0.07 ) $ — $ 0.16 Basic and diluted weighted average shares outstanding, Class B common stock 9,485,433 6,680,556 9,570,291 6,875,000 8,664,505 6,778,315 Basic and diluted net loss per share, Class B common stock $ 0.80 $ 0.27 $ (0.26 ) $ (0.07 ) $ 0.59 $ 0.16 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of common stock reflected in the condensed balance sheet | Gross proceeds $ 275,000,000 Less: Proceeds allocated to Public Warrants $ (14,850,000 ) Class A common stock issuance costs (14,705,398 ) Plus: Accretion of carrying value to redemption value $ 29,555,398 Class A common stock subject to possible redemption $ 275,000,000 |
Schedule of the following table reflects the calculation of basic and diluted net income (loss) per share | Three Months Ended Nine Months Ended For the Period from August 18, Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 199,978 $ 49,995 $ 4,230,689 $ 1,130,642 $ — $ (878 ) Denominator: Basic and diluted weighted average shares outstanding 27,500,000 6,875,000 25,485,348 6,810,897 — 6,250,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.17 $ 0.17 $ — $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets that are measured at fair value on a recurring basis | Description Level September 30, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 275,011,620 $ — Liabilities: Warrant liability – Public Warrants 1 9,487,500 — Warrant liability – Private Placement Warrants 3 4,760,000 — |
Schedule of monte carlo simulation model for the public warrants and the private placement warrants | Input January 20, 2021 Risk-free interest rate 0.62 % Trading days per year 250 Expected volatility 16.4 % Exercise price $ 11.50 Stock Price $ 9.46 Input March 31, June 30, September 30, Risk-free interest rate 1.16 % 0.96 % 1.02 % Trading days per year 250 250 250 Expected volatility 15.0 % 15.0 % 12.3 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 9.66 $ 9.65 $ 9.86 |
Schedule of changes in the Level 3 fair value of warrant liabilities | Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 20, 2021 7,480,000 14,850,000 22,330,000 Change in fair value (3,196,000 ) (6,187,500 ) (9,383,500 ) Transfer to Level 1 — (8,662,500 ) (8,662,500 ) Fair value as of March 31, 2021 $ 4,284,000 $ — $ 4,284,000 Change in fair value 816,000 — 816,000 Fair value as of June 30, 2021 5,100,000 — 5,100,000 Change in fair value (340,000 ) — (340,000 ) Fair value as of September 30, 2021 $ 4,760,000 $ — $ 4,760,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jan. 20, 2021 | Sep. 30, 2021 | Nov. 14, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 275,000,000 | ||||
Public share price (in Dollars per share) | $ 9.86 | $ 9.65 | $ 9.66 | ||
Assets held in the trust account, percentage | 80.00% | ||||
Percentage of outstanding voting securities percentage | 50.00% | ||||
Share price (in Dollars per share) | $ 10 | ||||
Net tangible assets | $ 5,000,001 | ||||
Aggregate of shares sold, percentage | 15.00% | ||||
Redeem public shares, percentage | 100.00% | ||||
Dissolution expenses | $ 100,000 | ||||
Operating bank account | 700,000 | ||||
Working capital | $ 500,000 | ||||
Liquidity and capital resources, description | Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover certain formation and offering costs in exchange for the issuance of the Founder Shares, a loan of up to $300,000 from the Sponsor pursuant to the promissory note (the “Note”) (see Note 6), and the proceeds from the sales of the Private Placement Warrants not held in the Trust Account. The Note was repaid on March 31, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”) (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. | ||||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of shares purchased (in Shares) | 27,500,000 | ||||
Per unit price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 275,000,000 | ||||
Transaction costs | $ 15,556,327 | ||||
Underwriting discount | 4,800,000 | ||||
Deferred underwriting fees | 10,325,000 | ||||
Other offering costs | $ 431,327 | ||||
Proceeds from sale of stock | $ 275,000,000 | ||||
Public share price (in Dollars per share) | $ 10 | ||||
Share price (in Dollars per share) | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of share units (in Shares) | 3,500,000 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 6,800,000 | ||||
Number of warrants (in Shares) | 6,800,000 | ||||
Warrant per price (in Dollars per share) | $ 1 | ||||
Forecast [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Loans provide amount | $ 50,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Condensed Financial Information Disclosure [Abstract] | |
Redemption value per share | $ / shares | $ 10 |
Tangible assets | $ | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement on the company’s financial statements - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 20, 2021 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption | $ 245,579,585 | $ 248,049,992 | $ 245,579,585 | $ 238,937,290 |
Class A common stock | 294 | 270 | 294 | 361 |
Additional paid-in capital | 6,531,264 | |||
Retained earnings/(Accumulated deficit) | 4,999,020 | 4,961,551 | 4,999,020 | (1,532,203) |
Total Stockholders’ Equity (Deficit) | 5,000,001 | 5,000,007 | 5,000,001 | 5,000,009 |
Sale of 27,500,000 Units, net of underwriter discounts and offering expenses | 245,430,403 | |||
Initial value of common stock subject to possible redemption | (248,049,993) | |||
Accretion for Class A common stock to possible redemption amount | ||||
Total Stockholders’ Equity (Deficit) | 5,000,001 | 5,000,007 | ||
Initial classification of Class A common stock subject to possible redemption | 248,049,992 | 248,049,992 | ||
Change in Class A common stock subject to possible redemption | (2,470,407) | |||
Change in value of common stock subject to redemption | (2,470,383) | |||
Adjustment [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption | 29,420,415 | 26,950,008 | 29,420,415 | 36,062,710 |
Class A common stock | (294) | (270) | (294) | (361) |
Additional paid-in capital | (6,531,264) | |||
Retained earnings/(Accumulated deficit) | (29,420,121) | (26,949,738) | (29,420,121) | (29,531,085) |
Total Stockholders’ Equity (Deficit) | (29,420,415) | (26,950,008) | (29,420,415) | (36,062,710) |
Sale of 27,500,000 Units, net of underwriter discounts and offering expenses | (245,430,403) | |||
Initial value of common stock subject to possible redemption | 248,049,993 | |||
Accretion for Class A common stock to possible redemption amount | (29,555,398) | |||
Total Stockholders’ Equity (Deficit) | (29,420,415) | (26,950,008) | ||
Initial classification of Class A common stock subject to possible redemption | 26,950,008 | 26,950,008 | ||
Change in Class A common stock subject to possible redemption | 2,470,407 | |||
Change in value of common stock subject to redemption | 2,420,383 | |||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 |
Class A common stock | ||||
Additional paid-in capital | ||||
Retained earnings/(Accumulated deficit) | (24,421,101) | (21,988,187) | (24,421,101) | (31,063,388) |
Total Stockholders’ Equity (Deficit) | (24,420,414) | (21,950,001) | (24,420,414) | $ (31,062,701) |
Sale of 27,500,000 Units, net of underwriter discounts and offering expenses | ||||
Initial value of common stock subject to possible redemption | ||||
Accretion for Class A common stock to possible redemption amount | (29,555,398) | |||
Total Stockholders’ Equity (Deficit) | (24,420,414) | (21,950,001) | ||
Initial classification of Class A common stock subject to possible redemption | $ 275,000,000 | 275,000,000 | ||
Change in Class A common stock subject to possible redemption | ||||
Change in value of common stock subject to redemption |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement on the company’s financial statements (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
As Restated [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Sale of units | $ 27,500,000 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of common stock share pro rata in the income (loss) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 24,804,709 | 23,893,729 | 25,379,500 |
Basic and diluted net loss per share, Class A common stock | |||
Basic and diluted weighted average shares outstanding, Class B common stock | 9,570,291 | 9,485,433 | 8,664,505 |
Basic and diluted net loss per share, Class B common stock | $ (0.26) | $ 0.8 | $ 0.59 |
As Restated [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 27,500,000 | 21,388,889 | 24,461,326 |
Basic and diluted net loss per share, Class A common stock | $ (0.07) | $ 0.27 | $ 0.16 |
Basic and diluted weighted average shares outstanding, Class B common stock | 6,875,000 | 6,680,556 | 6,778,315 |
Basic and diluted net loss per share, Class B common stock | $ (0.07) | $ 0.27 | $ 0.16 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Purchase an aggregate of share (in Shares) | shares | 20,550,000 |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | 15,556,327 |
Initial public offering cost | $ 850,929 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the condensed balance sheet | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of common stock reflected in the condensed balance sheet [Abstract] | |
Gross proceeds | $ 275,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (14,850,000) |
Class A common stock issuance costs | (14,705,398) |
Plus: | |
Accretion of carrying value to redemption value | 29,555,398 |
Class A common stock subject to possible redemption | $ 275,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of the following table reflects the calculation of basic and diluted net income (loss) per share - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Class A | |||
Numerator: | |||
Allocation of net income (loss), as adjusted | $ 199,978 | $ 4,230,689 | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 27,500,000 | 25,485,348 | |
Basic and diluted net income per common stock | $ 0.01 | $ 0.17 | |
Class B | |||
Numerator: | |||
Allocation of net income (loss), as adjusted | $ (878) | $ 49,995 | $ 1,130,642 |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 6,250,000 | 6,875,000 | 6,810,897 |
Basic and diluted net income per common stock | $ 0 | $ 0.01 | $ 0.17 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of shares purchased | shares | 27,500,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of shares purchased | shares | 3,500,000 |
Purchase price | $ / shares | $ 10 |
Class A Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock, description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9). |
Class A Common Stock [Member] | Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Common stock par value | $ / shares | $ 0.0001 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase share | shares | 6,800,000 |
Common stock, exercise price | $ / shares | $ 11.5 |
Incurred a charges | $ | $ 680,000 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Exercise price, description | Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $6,800,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. |
Aggregate purchase share | shares | 6,800,000 |
Shares issued per share | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 14, 2021 | Jan. 20, 2021 | Sep. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Nov. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Business and administrative support services | $ 10,000 | |||||||
Services fees | $ 30,000 | $ 90,000 | ||||||
Borrowed promissory note | $ 90,112 | |||||||
Sponsor due amount | $ 3,000,000 | $ 89,854 | ||||||
Subsequent Event [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Loans | $ 50,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor payments | $ 25,000 | |||||||
Sale of stock (in Shares) | 5,750,000 | |||||||
Description of stock split | On January 14, 2021, the Company effected a 1.2 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares. | |||||||
Shares subject to forfeiture (in Shares) | 25,000 | |||||||
Issued and outstanding shares, percentage | 20.00% | |||||||
Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||
Per warrant price (in Dollars per share) | $ 1 | $ 1 | ||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sale of stock (in Shares) | 3,500,000 | |||||||
Shares subject to forfeiture (in Shares) | 875,000 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor payments | $ 275,000,000 | |||||||
Sale of stock (in Shares) | 27,500,000 | |||||||
Cover expenses | $ 300,000 | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares subject to forfeiture (in Shares) | 900,000 | |||||||
Class A Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 12 | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Commitments and Contingencies (Details) [Line Items] | |
Contingent Fee | $ 344,000 |
Success fee | $ 3,600,000 |
Sponsor support agreement closing date description | Additionally, the Sponsor Support Agreement provides that the Sponsor and such insiders agreed not to transfer any of the Alpha Tau’s equity securities owned by the Sponsor and such insiders, except to certain permitted transferees, beginning upon the consummation of the Transactions (the “Effective Time”) and continuing until the earlier of (x) one year following the Closing Date (as defined in the Merger Agreement) and (y) following the date that the last sale price of the ordinary shares of Alpha Tau (“Alpha Tau Ordinary Shares”) equals or exceeds $12.00 per share (subject to certain adjustments) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing Date. |
Aggregate transaction proceeds | $ 225,000,000 |
Less than aggregate transaction proceeds | $ 250,000,000 |
Redemption equity percentage | 100.00% |
Redemption equity description | (x) the amount by which the Aggregate Transaction Proceeds exceed $225,000,000 (not to exceed $25,000,000), divided by (y) $25,000,000. In the event the Aggregate Transaction Proceeds exceed $250.0 million, no Redemption Equity will be forfeited. |
Private placement warrants | $ 1,360,000 |
Ordinary shares exceeds per share (in Dollars per share) | $ / shares | $ 14 |
Aggregate ordinary shares (in Shares) | shares | 9,263,006 |
Aggregate purchase price | $ 92,630,060 |
Merger Agreement [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate transaction proceeds | 225,000,000 |
Founder Share [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Consideration of founder shares | 1,031,250 |
Founder Shares One [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Consideration of founder shares | 1,718,750 |
Additional founder shares | 1,375,000 |
Sponsor [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Private placement warrants owned | 1,020,000 |
Sponsor One [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Private placement warrants owned | 1,700,000 |
IPO [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Initial public offering value | 431,327 |
Underwriter [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Initial public offering value | $ 10,325,000 |
Underwriter [Member] | IPO [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Per unit price (in Dollars per share) | $ / shares | $ 0.35 |
Initial public offering units (in Shares) | shares | 24,000,000 |
Initial public offering value | $ 8,400,000 |
Underwriter [Member] | Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Per unit price (in Dollars per share) | $ / shares | $ 0.55 |
Number of share units (in Shares) | shares | 3,500,000 |
Initial public offering value | $ 1,925,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Restated) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Deficit) (Restated) (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Shareholder's voting rights, description | Holders of the Company’s common stock are entitled to one vote for each share. | |
Warrants for redemption, description | 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 a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |
Percentage of shares on conversion basis | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Deficit) (Restated) (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 27,500,000 | |
Common stock, shares issued | 27,500,000 | 0 |
Common stock, shares outstanding | 27,500,000 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Equity (Deficit) (Restated) (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,875,000 | 6,900,000 |
Common stock, shares outstanding | 6,875,000 | 6,900,000 |
Warrants (Details)
Warrants (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Warrants (Details) [Line Items] | |
Warrants expire term | 5 years |
Warrants, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such 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 its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Redemption warrants, description | the Company may redeem the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per Public Warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; or ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 20, 2021 | Sep. 30, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Fair Value Measurement Level 1 | $ 8,662,500 | |
US Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in the trust account | $ 275,011,620 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants per share (in Dollars per share) | $ 1.08 | |
Aggregate values | $ 14,800,000 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants per share (in Dollars per share) | $ 1.1 | |
Aggregate values | $ 7,500,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
U.S. Treasury Securities Money Market Fund [Member] | ||
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 275,011,620 | |
Public Warrants [Member] | Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | ||
Warrant liability | 9,487,500 | |
Private Placement Warrants [Member] | Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | ||
Warrant liability | $ 4,760,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the public warrants and the private placement warrants - $ / shares | 1 Months Ended | 3 Months Ended | ||
Jan. 20, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 1.02% | 0.96% | 1.16% | |
Trading days per year | 250 years | 250 years | 250 years | |
Expected volatility | 12.30% | 15.00% | 15.00% | |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 | |
Stock Price | $ 9.86 | $ 9.65 | $ 9.66 | |
Initial Measurement [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.62% | |||
Trading days per year | 250 years | |||
Expected volatility | 16.40% | |||
Exercise price | $ 11.5 | |||
Stock Price | $ 9.46 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrant liabilities - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Private Placement [Member] | |||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrant liabilities [Line Items] | |||
Fair value beginning balance | $ 5,100,000 | $ 4,284,000 | |
Initial measurement on January 20, 2021 | 7,480,000 | ||
Change in fair value | (340,000) | 816,000 | (3,196,000) |
Transfer to Level 1 | |||
Fair value ending balance | 4,760,000 | 5,100,000 | 4,284,000 |
Public [Member] | |||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrant liabilities [Line Items] | |||
Fair value beginning balance | |||
Initial measurement on January 20, 2021 | 14,850,000 | ||
Change in fair value | (6,187,500) | ||
Transfer to Level 1 | (8,662,500) | ||
Fair value ending balance | |||
Warrants Liability [Member] | |||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 fair value of warrant liabilities [Line Items] | |||
Fair value beginning balance | 5,100,000 | 4,284,000 | |
Initial measurement on January 20, 2021 | 22,330,000 | ||
Change in fair value | (340,000) | 816,000 | (9,383,500) |
Transfer to Level 1 | (8,662,500) | ||
Fair value ending balance | $ 4,760,000 | $ 5,100,000 | $ 4,284,000 |