Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Carney Technology Acquisition Corp. II (the “Company,” “CTAQ” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2021 (the “Original Quarterly Report”). | |
Entity Registrant Name | CARNEY TECHNOLOGY ACQUISITION CORP. II | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823634 | |
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 | |
Entity File Number | 001-39779 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 630 Ramona Street | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 94301 | |
City Area Code | 619 | |
Local Phone Number | 736-6855 | |
Entity Tax Identification Number | 85-2832589 | |
Trading Symbol | CTAQ | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | CTAQU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock an done-third of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | CTAQW | |
Title of 12(b) Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,150,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 318,445 | $ 835,208 |
Prepaid expenses | 429,167 | 700,867 |
Total Current Assets | 747,612 | 1,536,075 |
Investment and marketable securities held in Trust Account | 402,529,236 | 402,507,131 |
TOTAL ASSETS | 403,276,848 | 404,043,206 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Current liabilities - accrued expenses | 159,115 | 90,763 |
Warrant liability | 8,915,834 | 17,831,667 |
Deferred underwriting fee payable | 15,137,500 | 15,137,500 |
TOTAL LIABILITIES | 24,212,449 | 33,059,930 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 40,250,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020 | 402,500,000 | 402,500,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 shares issued and outstanding (excluding 40,250,000 subject to possible redemption) at September 30, 2021 and December 31, 2020 | 90 | 90 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 1,006 | 1,006 |
Accumulated deficit | (23,436,697) | (31,517,820) |
Total Stockholders' Deficit | (23,435,601) | (31,516,724) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 403,276,848 | $ 404,043,206 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Shares subject to possible redemption, redemption value per share | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Shares subject to possible redemption | 40,250,000 | 40,250,000 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 900,000 | 900,000 |
Common stock, shares outstanding | 900,000 | 900,000 |
Class B Common Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 1,000 | $ 311,899 | $ 898,492 |
Loss from operations | (1,000) | (311,899) | (898,492) |
Interest income - bank | 0 | 2 | 2 |
Interest earned on investments and marketable securities held in Trust Account | 0 | 27,529 | 63,780 |
Change in fair value of warrant liabilities | 0 | 3,977,833 | 8,915,833 |
Total other income | 0 | 4,005,364 | 8,979,615 |
Net income (loss) | (1,000) | 3,693,465 | 8,081,123 |
Class A Common Stock | |||
Net income (loss) | $ 0 | $ 2,967,754 | $ 6,493,302 |
Weighted average shares outstanding | 0 | 41,150,000 | 41,150,000 |
Basic and diluted income (loss) per share | $ 0 | $ 0.07 | $ 0.16 |
Class B Common Stock | |||
Net income (loss) | $ (1,000) | $ 725,711 | $ 1,587,821 |
Weighted average shares outstanding | 8,750,000 | 10,062,500 | 10,062,500 |
Basic and diluted income (loss) per share | $ 0 | $ 0.07 | $ 0.16 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - USD ($) | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Aug. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning Balance (shares) at Aug. 30, 2020 | 0 | ||||||
Net income | (1,000) | $ 0 | $ (1,000) | (1,000) | |||
Issuance of Class B common stock to initial stockholders | 25,000 | $ 1,006 | 23,994 | ||||
Issuance of Class B common stock to initial stockholders (in Shares) | 10,062,500 | ||||||
Ending Balance at Sep. 30, 2020 | 24,000 | $ 1,006 | 23,994 | (1,000) | |||
Ending Balance (shares) at Sep. 30, 2020 | 10,062,500 | ||||||
Beginning Balance at Dec. 31, 2020 | (31,516,724) | $ 90 | $ 1,006 | 0 | (31,517,820) | ||
Beginning Balance (shares) at Dec. 31, 2020 | 900,000 | 10,062,500 | |||||
Net income | 6,243,479 | 6,243,479 | |||||
Ending Balance at Mar. 31, 2021 | (25,273,245) | $ 90 | $ 1,006 | (25,274,341) | |||
Ending Balance (shares) at Mar. 31, 2021 | 900,000 | 10,062,500 | |||||
Beginning Balance at Dec. 31, 2020 | (31,516,724) | $ 90 | $ 1,006 | 0 | (31,517,820) | ||
Beginning Balance (shares) at Dec. 31, 2020 | 900,000 | 10,062,500 | |||||
Net income | $ 8,081,123 | 6,493,302 | 1,587,821 | ||||
Issuance of Class B common stock to initial stockholders (in Shares) | 5,250,000 | ||||||
Ending Balance at Sep. 30, 2021 | $ (23,435,601) | $ 90 | $ 1,006 | 0 | (23,436,697) | ||
Ending Balance (shares) at Sep. 30, 2021 | 900,000 | 10,062,500 | |||||
Beginning Balance at Mar. 31, 2021 | (25,273,245) | $ 90 | $ 1,006 | (25,274,341) | |||
Beginning Balance (shares) at Mar. 31, 2021 | 900,000 | 10,062,500 | |||||
Net income | (1,855,821) | (1,855,821) | |||||
Ending Balance at Jun. 30, 2021 | (27,129,066) | $ 90 | $ 1,006 | 0 | (27,130,162) | ||
Ending Balance (shares) at Jun. 30, 2021 | 900,000 | 10,062,500 | |||||
Net income | 3,693,465 | $ 2,967,754 | $ 725,711 | 3,693,465 | |||
Ending Balance at Sep. 30, 2021 | $ (23,435,601) | $ 90 | $ 1,006 | $ 0 | $ (23,436,697) | ||
Ending Balance (shares) at Sep. 30, 2021 | 900,000 | 10,062,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income (loss) | $ (1,000) | $ 8,081,123 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments and marketable securities held in Trust Account | 0 | (63,780) |
Change in fair value of warrant liabilities | 0 | (8,915,833) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 271,700 |
Accrued expenses | 1,000 | 68,352 |
Net cash used in operating activities | 0 | (558,438) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise taxes | 0 | 41,675 |
Net cash provided by investing activities | 0 | 41,675 |
Net Change in Cash | 0 | (516,763) |
Cash – Beginning of period | 0 | 835,208 |
Cash – End of period | $ 0 | $ 318,445 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Carney Technology Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 31, 2020 (date of inception) through September 30, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020 the Company consummated the Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,250,000 Units, at $10.00 per Unit, generating gross proceeds of $402,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 900,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Carney Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 5. Transaction costs amounted to $22,583,792, consisting of $7,000,000 in cash underwriting fees, $15,137,500 of deferred underwriting fees and $446,292 of other offering costs. Following the closing of the Initial Public Offering on December 14, 2020, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will warrants. The Company will following any related redemptions 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 applicable law or stock exchange listing requirements 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 “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 applicable law or stock exchange listing requirements, 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 7), Placement 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 transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until December 14, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Placement 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 8) 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 for the Company’s independent registered public accounting firm), prospective target businesses and 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to our filing of Form 10-Q filing for the period ended September 30, 2021 on November 5, should restate its previously reported financial statements. During the quarter ended September 30, 2021, the Company determined that at the closing of the Company’s Initial Public Offering (including the sale of the shares issued pursuant to the exercise of the underwriters’ overallotment) it had improperly valued its Class A common stock subject to possible redemption at the closing of the Company’s Initial Public Offering and the closing of the sale of shares pursuant to the exercise of the underwriters’ overallotment, it had improperly classified certain of 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 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than . Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all 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 reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro-rata There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 372,226,750 $ 30,273,250 $ 402,500,000 Class A common stock $ 393 $ (303 ) $ 90 Accumulated deficit $ 4,998,606 ) $ (30,272,947 ) $ (25,274,341 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (30,273,250 ) $ (25,273,245 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 370,370,930 $ 32,129,070 $ 402,500,000 Class A common stock $ 411 $ (321 ) $ 90 Additional paid-in $ 1,456,118 $ (1,456,118 ) $ — Accumulated deficit $ 3,542,469 $ (30,672,631 ) $ (27,130,162 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (32,129,070 ) $ (27,129,066 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Change in value of Class A common stock subject to possible redemption $ 6,243,480 $ (6,243,480 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Change in value of Class A common stock subject to possible redemption $ 4,387,660 $ (4,387,660 ) $ — Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net income per common share, Class A common stock $ — $ 0.12 $ 0.12 Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ 0.57 $ (0.45 ) $ 0.12 Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net loss per common share, Class A common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ (0.17 ) $ 0.13 $ (0.04 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net income per common share, Class A common stock $ — $ 0.09 $ 0.09 Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ 0.40 $ (0.31 ) $ 0.09 Reassessment Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report (as amended) on Form10-K/A Form10-K/A Emerging Growth Company The Company is an “emerging growth company,” as 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 u Use of Estimates The preparation of unaudited 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 unaudited condensed financial statements, 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. Cash and Cash Equivalents The Company considers Marketable Securities Held in Trust Account On September 30, 2021, and December 31, 2020, respectively, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature 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, sold in the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stocks issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stocks subject to possible redemption $ 402,500,000 There was no change to redemption value in the current quarter, as of December 31, 2020, or for the initial period ended September 30, 2021. 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. $22,583,792, of which $21,590,535 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $993,257 were expensed to the condensed s operations. Warrant Liability The Company accounts for the Public Warrants (as defined in Note 4) and Placement Warrants (as defined in Note 5) (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) 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 Income Taxes The Company follows The Company’s condensed taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up , respectively , respectively, start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings 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 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 13,716,667 Class A common stock in the aggregate. As of September 30, 2021 and 2020 , respectively share The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from August 31, 2020 (Inception) September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 2,967,754 $ 725,711 $ 6,493,302 $ 1,587,821 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding (1) 41,150,000 10,062,500 41,150,000 10,062,500 — 8,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.16 $ 0.16 $ — $ 0.00 Concentration of Credit Risk Financial instruments Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 2020-06”) 2020-06 2020-06 if- 2020-06 2020-06 2020-06 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 unaudited condensed 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 one-third |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with one-third |
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 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 10,062,500 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 1,312,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Proposed Initial Offering (not including the Placement Shares). In connection with the exercise in full of the underwriter’s over-allotment option, the aforementioned shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (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 Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company Promissory Notes — Related Parties On August 31, non-interest Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to , respectively |
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 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed 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 December 9, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, respectively, there were no shares of preferred stock issued or outstanding. Class A Common Stock 40,250,000 Class B Common Stock 10,062,500 Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one as-converted |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. WARRANTS As of September 30, 2021 and December 31, 2020, there were 20,000,000 Public Warrants and 400,000 Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current 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 the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 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 of 1933, as amended, or 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and • 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 ending three business days before the Company sends the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock: • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders; and • if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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 its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value, the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
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 our assessment of the assumptions that market participants would use in pricing the asset or liability The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity — Held-to-maturity Held-to-maturity conde nsed At September 30, 2021, assets held in the Trust Account were comprised of in cash, $201,260,591 in money market funds which are invested primarily in U.S. Treasury Securities and $ 201,273,059 The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value September 30, 2021 U.S. Treasury Securities (Matures $ 201,267,523 $ 4,413 $ 201,271,936 December 31, 2020 U.S. Treasury Securities (Matured $ 201,256,191 $ 1,629 $ 201,257,820 1 The matured securities were reinvested in a U.S. Treasury Securities Money Market Fund The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 8,720,834 $ 17,441,667 Warrant Liability – Placement Warrants 2 $ 195,000 $ 390,000 The Warrants were accounted for as liabilities in accordance with ASC The Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date and December 31, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant was used as the fair value for the Warrants as of each relevant date. At September 30, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. The Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs and are classified as Level 1 as of September 30, 2021. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities (Level 3) Fair value as of January 1, 2021 $ 390,000 $ 17,441,667 $ 17,831,667 Transfers to Level 1 — (17,441,667 ) (17,441,667 ) Change in fair value (141,000 ) — (141,000 ) Fair value as of March 31, 2021 $ 249,000 $ — $ 249,000 Change in fair value 33,000 — 33,000 Fair value as of June 30, 2021 $ 282,000 $ — $ 282,000 Change in F V (87,000 ) — (87,000 ) Transfer to Level 2 (195,000 ) — (195,000 ) Fair value as of September 30, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $17,441,667 . The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the nine months ended September 30, 2021 was $ |
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 financial statements were issued. Based upon this review, other than as described in Note 2 and the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 24, 2022, the Company entered into a convertible promissory note with the Sponsor for a principal amount of up to $300,000 for working capital expenses. The convertible promissory note is non-interest bearing and payable at the earlier of the date the Company consummates a Business Combination or the date that the winding up of the Company is effective. As of February 1, 2022, the date that the financial statements were issued, the balance outstanding on the promissory note was $150,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report (as amended) on Form10-K/A Form10-K/A |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as 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 u |
Use of Estimates | Use of Estimates The preparation of unaudited 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 unaudited condensed financial statements, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account On September 30, 2021, and December 31, 2020, respectively, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature 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, sold in the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stocks issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stocks subject to possible redemption $ 402,500,000 There was no change to redemption value in the current quarter, as of December 31, 2020, or for the initial period ended September 30, 2021. |
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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. $22,583,792, of which $21,590,535 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $993,257 were expensed to the condensed s operations. |
Warrant Liability | Warrant Liability The Company accounts for the Public Warrants (as defined in Note 4) and Placement Warrants (as defined in Note 5) (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) 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 |
Income Taxes | Income Taxes The Company follows The Company’s condensed taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up , respectively , respectively, start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings 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 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 13,716,667 Class A common stock in the aggregate. As of September 30, 2021 and 2020 , respectively share The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from August 31, 2020 (Inception) September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 2,967,754 $ 725,711 $ 6,493,302 $ 1,587,821 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding (1) 41,150,000 10,062,500 41,150,000 10,062,500 — 8,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.16 $ 0.16 $ — $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 2020-06”) 2020-06 2020-06 if- 2020-06 2020-06 2020-06 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 unaudited condensed financial statements . |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule Of Restatement Of Financial Statements | The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 372,226,750 $ 30,273,250 $ 402,500,000 Class A common stock $ 393 $ (303 ) $ 90 Accumulated deficit $ 4,998,606 ) $ (30,272,947 ) $ (25,274,341 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (30,273,250 ) $ (25,273,245 ) Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 370,370,930 $ 32,129,070 $ 402,500,000 Class A common stock $ 411 $ (321 ) $ 90 Additional paid-in $ 1,456,118 $ (1,456,118 ) $ — Accumulated deficit $ 3,542,469 $ (30,672,631 ) $ (27,130,162 ) Total shareholders’ equity (deficit) $ 5,000,004 $ (32,129,070 ) $ (27,129,066 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Change in value of Class A common stock subject to possible redemption $ 6,243,480 $ (6,243,480 ) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Change in value of Class A common stock subject to possible redemption $ 4,387,660 $ (4,387,660 ) $ — Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net income per common share, Class A common stock $ — $ 0.12 $ 0.12 Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ 0.57 $ (0.45 ) $ 0.12 Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net loss per common share, Class A common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ (0.17 ) $ 0.13 $ (0.04 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding of Class A common stock 40,250,000 900,000 41,150,000 Basic and diluted net income per common share, Class A common stock $ — $ 0.09 $ 0.09 Weighted average shares outstanding of Class B common stock 10,962,500 (900,000 ) 10,062,500 Basic and diluted net income (loss) per common share, Class B common stock $ 0.40 $ (0.31 ) $ 0.09 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of reconcilation of class A Ordinary shares subject to Possible redeemption | At September 30, 2021, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (17,710,000 ) Class A common stocks issuance costs (21,590,535 ) Plus: Accretion of carrying value to redemption value 39,300,535 Class A common stocks subject to possible redemption $ 402,500,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from August 31, 2020 (Inception) September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income (loss), as adjusted $ 2,967,754 $ 725,711 $ 6,493,302 $ 1,587,821 $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding (1) 41,150,000 10,062,500 41,150,000 10,062,500 — 8,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.16 $ 0.16 $ — $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of held-to-maturity | The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value September 30, 2021 U.S. Treasury Securities (Matures $ 201,267,523 $ 4,413 $ 201,271,936 December 31, 2020 U.S. Treasury Securities (Matured $ 201,256,191 $ 1,629 $ 201,257,820 1 The matured securities were reinvested in a U.S. Treasury Securities Money Market Fund |
Schedule of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 8,720,834 $ 17,441,667 Warrant Liability – Placement Warrants 2 $ 195,000 $ 390,000 |
Schedule of changes in fair value warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities (Level 3) Fair value as of January 1, 2021 $ 390,000 $ 17,441,667 $ 17,831,667 Transfers to Level 1 — (17,441,667 ) (17,441,667 ) Change in fair value (141,000 ) — (141,000 ) Fair value as of March 31, 2021 $ 249,000 $ — $ 249,000 Change in fair value 33,000 — 33,000 Fair value as of June 30, 2021 $ 282,000 $ — $ 282,000 Change in F V (87,000 ) — (87,000 ) Transfer to Level 2 (195,000 ) — (195,000 ) Fair value as of September 30, 2021 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 14, 2020 | Sep. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction cost | $ 22,583,792 | |
Cash underwriting fees | 7,000,000 | |
Deferred underwriting fees | 15,137,500 | |
Other offering costs | $ 446,292 | |
Fair market value percentage | 80.00% | |
Trust account per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate public share percentage | 15.00% | |
Percentage of redeem public shares | 100.00% | |
Dissolution expenses | $ 100,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 402,500,000 | |
Price per unit (in Dollars per share) | $ 10 | $ 10 |
Placement Units [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 9,000,000 | |
Units in shares (in Shares) | 900,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 5,250,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 402,500,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination, description | 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 for the Company’s independent registered public accounting firm), prospective target businesses and 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. | |
Business acquisition voting interests | 50.00% | |
Business Combination [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination, description | Following the closing of the Initial Public Offering on December 14, 2020, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) | Sep. 30, 2021USD ($)$ / shares |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Net Tangible Asset Threshold For Redeeming Public Shares | $ | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of Financial Statement (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock | $ 90 | $ 90 | $ 90 | |||||
Accumulated Deficit | (23,436,697) | (23,436,697) | (31,517,820) | |||||
Total Stockholders' Deficit | $ 24,000 | $ (23,435,601) | $ (27,129,066) | $ (25,273,245) | $ (27,129,066) | $ (23,435,601) | $ (31,516,724) | $ 0 |
As Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Additional paid-in capital | 1,456,118 | 1,456,118 | ||||||
Accumulated Deficit | 3,542,469 | 4,998,606 | 3,542,469 | |||||
Total Stockholders' Deficit | 5,000,004 | 5,000,005 | 5,000,004 | |||||
Statement of Cash Flows | ||||||||
Change in value of Class A common stock subject to possible redemption | 6,243,480 | 4,387,660 | ||||||
Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Additional paid-in capital | (1,456,118) | (1,456,118) | ||||||
Accumulated Deficit | (30,672,631) | (30,272,947) | (30,672,631) | |||||
Total Stockholders' Deficit | (32,129,070) | (30,273,250) | (32,129,070) | |||||
Statement of Cash Flows | ||||||||
Change in value of Class A common stock subject to possible redemption | (6,243,480) | (4,387,660) | ||||||
As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated Deficit | (27,130,162) | (25,274,341) | (27,130,162) | |||||
Total Stockholders' Deficit | (27,129,066) | (25,273,245) | (27,129,066) | |||||
Statement of Cash Flows | ||||||||
Change in value of Class A common stock subject to possible redemption | 0 | 0 | ||||||
Class A Common Stock | ||||||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 0 | 41,150,000 | 41,150,000 | |||||
Basic and diluted net income (loss) per share | $ 0 | $ 0.07 | $ 0.16 | |||||
Class A Common Stock | As Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock | $ 411 | $ 393 | $ 411 | |||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 40,250,000 | 40,250,000 | 40,250,000 | |||||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ 0 | |||||
Class A Common Stock | Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock | $ (321) | $ (303) | $ (321) | |||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 900,000 | 900,000 | 900,000 | |||||
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.12 | $ 0.09 | |||||
Class A Common Stock | As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock | $ 90 | $ 90 | $ 90 | |||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 41,150,000 | 41,150,000 | 41,150,000 | |||||
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.12 | $ 0.09 | |||||
Class B Common Stock | ||||||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 8,750,000 | 10,062,500 | 10,062,500 | |||||
Basic and diluted net income (loss) per share | $ 0 | $ 0.07 | $ 0.16 | |||||
Class B Common Stock | As Previously Reported [Member] | ||||||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 10,962,500 | 10,962,500 | 10,962,500 | |||||
Basic and diluted net income (loss) per share | $ (0.17) | $ 0.57 | $ 0.40 | |||||
Class B Common Stock | Adjustment [Member] | ||||||||
Statement of Operations | ||||||||
Weighted average shares outstanding | (900,000) | (900,000) | (900,000) | |||||
Basic and diluted net income (loss) per share | $ 0.13 | $ (0.45) | $ (0.31) | |||||
Class B Common Stock | As Restated [Member] | ||||||||
Statement of Operations | ||||||||
Weighted average shares outstanding | 10,062,500 | 10,062,500 | 10,062,500 | |||||
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.12 | $ 0.09 | |||||
Class A Redeemable Common Stock [Member] | As Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock subject to possible redemption | $ 370,370,930 | $ 372,226,750 | $ 370,370,930 | |||||
Class A Redeemable Common Stock [Member] | Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock subject to possible redemption | 32,129,070 | 30,273,250 | 32,129,070 | |||||
Class A Redeemable Common Stock [Member] | As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Class A common stock subject to possible redemption | $ 402,500,000 | $ 402,500,000 | $ 402,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |||
Cash in operating bank account | $ 318,445 | $ 835,208 | $ 318,445 |
Transaction cost | 22,583,792 | 22,583,792 | |
Operating expenses | 993,257 | ||
Deferred tax assets | 202,000 | 27,000 | 202,000 |
Valuation allowance | $ 202,000 | 27,000 | $ 202,000 |
Effective tax rate | 0.00% | 0.00% | |
Changed to stockholders equity | $ 21,590,535 | ||
Federal depository insurance coverage (in Shares) | 250,000 | 250,000 | |
Unrecognized tax benefits | $ 0 | 0 | $ 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | $ 0 | 0 | 0 |
Change in redemption Value | $ 0 | $ 0 | |
Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Purchase of common stock (in Shares) | 13,716,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconcilation of Class A Ordinary Shares Subject to Possible Redeemption (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Plus: | ||
Class A common stocks subject to possible redemption | $ 402,500,000 | $ 402,500,000 |
Common Stock Class A Subject To Possible Redemption [Member] | ||
Class of Stock [Line Items] | ||
Gross proceeds | 402,500,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (17,710,000) | |
Class A common stock issuance costs | (21,590,535) | |
Plus: | ||
Accretion of carrying value to redemption value | 39,300,535 | |
Class A common stocks subject to possible redemption | $ 402,500,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator | |||||
Allocation of net income (loss), as adjusted | $ (1,000) | $ 3,693,465 | $ (1,855,821) | $ 6,243,479 | $ 8,081,123 |
Class A Common Stock | |||||
Numerator | |||||
Allocation of net income (loss), as adjusted | $ 0 | $ 2,967,754 | $ 6,493,302 | ||
Denominator: | |||||
Basic and diluted weighted average shares outstanding | 0 | 41,150,000 | 41,150,000 | ||
Basic and diluted net income per common share | $ 0 | $ 0.07 | $ 0.16 | ||
Class B Common Stock | |||||
Numerator | |||||
Allocation of net income (loss), as adjusted | $ (1,000) | $ 725,711 | $ 1,587,821 | ||
Denominator: | |||||
Basic and diluted weighted average shares outstanding | 8,750,000 | 10,062,500 | 10,062,500 | ||
Basic and diluted net income per common share | $ 0 | $ 0.07 | $ 0.16 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 14, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Public warrant, description | Each Unit consists of one share of Class A common stock and one-third of one warrant (“Public Warrant”). | |
Shares issued | 5,250,000 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued | 40,250,000 | |
Sale of stock per share | $ 10 | $ 10 |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate shares purchased (in Shares) | shares | shares | 900,000 |
Purchase price | $ / shares | $ 10 |
Aggregate purchase price (in Dollars) | $ | $ | $ 9,000,000 |
Sale of stock description | Each Placement Unit consists of one share of Class A common stock (“Placement Share” or, collectively, “Placement Shares”) and one-third of one warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 14, 2020 | Dec. 09, 2020 | Sep. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture (in Shares) | 250,000 | 250,000 | |||||
Office space, utilities and secretarial and administrative support | $ 15,000 | ||||||
Services fees | $ 45,000 | $ 135,000 | |||||
Aggregate principal amount | $ 300,000 | ||||||
Repayment of promissory note | $ 185,000 | ||||||
Working Capital Loan | $ 1,500,000 | $ 1,500,000 | |||||
accured expenses | $ 30,000 | ||||||
Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination price (in Dollars per share) | $ 10 | $ 10 | |||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Description of sale of stock | The Founder Shares include an aggregate of up to 1,312,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Proposed Initial Offering (not including the Placement Shares). | ||||||
Consideration shares (in Shares) | 5,250,000 | ||||||
Sale price (in Dollars per share) | $ 10 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture (in Shares) | 1,312,500 | ||||||
Offering Cost | $ 25,000 | ||||||
Consideration shares (in Shares) | 10,062,500 | ||||||
Founder Shares [Member] | Class A Common Stock | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Sale price (in Dollars per share) | $ 12 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting commitment, description | The underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Class A Common Stock [Member] | ||
Stockholders Equity (Details) [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 900,000 | 900,000 |
Common stock, shares outstanding | 900,000 | 900,000 |
Common Stock Subject To Possible Redemption | 40,250,000 | 40,250,000 |
Class B Common Stock [Member] | ||
Stockholders Equity (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Common Stock Conversion Percentage | 20.00% | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Description of redeem public warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock: • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders; and • if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. | |
Warrant redemption price | $ 0.361 | |
Warrant 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 a 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 its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value, the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Private Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Class of Warrant or Right, Outstanding | 400,000 | |
Public [Member] | ||
Warrants (Details) [Line Items] | ||
Class of Warrant or Right, Outstanding | 20,000,000 | 20,000,000 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Description of redeem public warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | |||
Assets held in trust | $ 3 | ||
U.S. Treasury securities | 201,256,191 | ||
Proceeds from investment | $ 0 | $ 41,675 | |
Cash [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in trust | 1,123 | ||
Money Market Funds [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in trust | 201,260,591 | $ 201,250,937 | |
US Treasury Securities [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in trust | 201,273,059 | ||
Private Warrants [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Estimated fair value of public warrants | 195,000 | ||
Public [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Estimated fair value of public warrants | $ 17,441,667 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value of held-to-maturity (Detail) - Level 1 [Member] - USD ($) | 1 Months Ended | 4 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Schedule of Held-to-maturity Securities [Line Items] | |||
Held-To-Maturity, description | U.S. Treasury Securities (Matures on 12/09/2021) | U.S. Treasury Securities (Matured on 03/18/2021) | [1] |
Amortized Cost | $ 201,267,523 | $ 201,256,191 | |
Gross Holding Gain | 4,413 | 1,629 | |
Fair Value | $ 201,271,936 | $ 201,257,820 | |
[1] | The matured securities were reinvested in a U.S. Treasury Securities Money Market Fund |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of assets that are measured at fair value on a recurring basis (Detail) - USD ($) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Level 1 [Member] | Public [Member] | ||
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items] | ||
Total liabilities | $ 17,441,667 | $ 8,720,834 |
Level 2 [Member] | Placement Warrants | ||
Fair Value Measurements (Details) Schedule of assets that are measured at fair value on a recurring basis [Line Items] | ||
Total liabilities | $ 390,000 | $ 195,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of changes in fair value warrant liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Warrant Liabilities [Member] | Level 3 [Member] | |||
Fair Value Measurements (Details) Schedule of changes in fair value warrant liabilities [Line Items] | |||
Begining balance Fair value | $ 282,000 | $ 249,000 | $ 17,831,667 |
Transfers to Level 1 | (17,441,667) | ||
Change in fair value | (87,000) | 33,000 | $ (141,000) |
Transfer to Level 2 | (195,000) | ||
Ending Balance Fair value | 0 | 282,000 | 0 |
Public [Member] | |||
Fair Value Measurements (Details) Schedule of changes in fair value warrant liabilities [Line Items] | |||
Begining balance Fair value | $ 17,441,667 | ||
Transfers to Level 1 | (17,441,667) | ||
Change in fair value | $ 0 | ||
Ending Balance Fair value | 0 | 0 | |
Private Placement [Member] | |||
Fair Value Measurements (Details) Schedule of changes in fair value warrant liabilities [Line Items] | |||
Begining balance Fair value | 282,000 | 249,000 | $ 390,000 |
Transfers to Level 1 | 0 | ||
Change in fair value | (87,000) | 33,000 | $ (141,000) |
Transfer to Level 2 | (195,000) | ||
Ending Balance Fair value | $ 0 | $ 282,000 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Sponsor [Member] - Working Capital Loan Due to Sponsor [Member] - USD ($) | Feb. 01, 2022 | Jan. 24, 2022 |
Subsequent Event [Line Items] | ||
Debt instrument face value | $ 300,000 | |
Notes payable to related party current | $ 150,000 |