Cover Page
Cover Page - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Zanite Acquisition Corp. | |
Entity Central Index Key | 0001823652 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ZNTE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39704 | |
Entity Address, State or Province | OH | |
Entity Incorporation, State or Country Code | DE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
ICFR Auditor Attestation Flag | false | |
Entity Public Float | $ 210,400,000 | |
Amendment Description | References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Zanite Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Zanite Acquisition Corp., for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on November 16, 2020 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of November 19, 2020 which was related to its initial public offering and (ii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from August 7, 2020 (inception) through December 31, 2020 (the “Affected Periods”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the Affected Periods. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Historically, our outstanding warrants to purchase common stock (the “Warrants”) were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on November 16, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. In the process of evaluating its financial statements the Company also reassessed its obligation to issue additional Private Placement Warrants to the Sponsor upon each 6-month extension of time to consummate an initial business combination, and determined that the obligation represents a forward contract that meets the definition of derivative liability in accordance with ASC 815-40. Based on this reassessment, we determined that the forward contract should be classified as a liability measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. The Company also restated its financial statements to classify all Class A common stock in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, Distinguishing Liabilities from Equity – SEC Materials (“ASC 480-10-S99”), redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified 1,100,888 shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. We are filing this Amendment No. 1 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the Warrants as disclosed in the Original Filing, Item 9A, Controls and Procedures, and Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The change in accounting for the Warrants, the forward contract, and Class A common stock did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in the Affected Period or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants, the forward contract, and the Class A common stock does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for the Affected Period. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 8, Financial Statements and Supplementary Data, of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings with the SEC subsequent to the Original Filing. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing. | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Trading Symbol | ZNTEU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | ZNTEW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,971,811 |
Prepaid expenses | 308,608 |
Total Current Assets | 2,280,419 |
Investments held in trust account | 232,302,673 |
Total Assets | 234,583,092 |
Current liabilities | |
Accounts payable and accrued expenses | 352,051 |
Total Current Liabilities | 352,051 |
Deferred underwriting fee payable | 8,050,000 |
Total Liabilities | 48,459,551 |
Commitments and contingencies | |
Class A common stock subject to possible redemption, 23,000,000 shares at $10.10 per share redemption value | 232,300,000 |
Stockholder's Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (46,177,034) |
Total Stockholder's Equity | (46,176,459) |
Total Liabilities and Shareholders' Equity | 234,583,092 |
Public Warrants [Member] | |
Current liabilities | |
Derivative liability | 19,435,000 |
Private Placement Warrants [Member] | |
Current liabilities | |
Derivative liability | 17,080,500 |
Forward Contract Derivative Liability [Member] | |
Current liabilities | |
Derivative liability | 3,542,000 |
Common Class A [Member] | |
Stockholder's Equity | |
Common stock value | 0 |
Common Class B [Member] | |
Stockholder's Equity | |
Common stock value | $ 575 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 23,000,000 |
Common stock, shares outstanding | 23,000,000 |
Shares subject to forfeiture | 23,000,000 |
Redemption of shares, par value | $ / shares | $ 10.10 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 353,539 |
Loss from operations | (353,539) |
Other income (loss): | |
Change in fair value of derivative liabilities | (15,457,500) |
Transaction costs allocated to warrant issuance | (854,301) |
Interest earned on investments held in Trust Account | 2,673 |
Other loss, net: | (16,309,128) |
Net Loss | (16,662,667) |
Common Class A [Member] | |
Other income (loss): | |
Interest earned on investments held in Trust Account | 2,673 |
Net Loss | $ 0 |
Weighted average shares outstanding | shares | 23,000,000 |
Basic and diluted net income/loss per share | $ / shares | $ 0 |
Common Class B [Member] | |
Other income (loss): | |
Net Loss | $ (16,662,667) |
Weighted average shares outstanding | shares | 5,214,286 |
Basic and diluted net income/loss per share | $ / shares | $ (3.20) |
Statement of Changes In Stockho
Statement of Changes In Stockholders' Equity - 5 months ended Dec. 31, 2020 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Aug. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (Shares) at Aug. 06, 2020 | 0 | 0 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 575 | 24,425 | ||||
Issuance of Class B common stock to Sponsor (Shares) | 5,750,000 | ||||||
Immediate remeasurement of the Class A common stock to the redemption amount | (29,538,792) | $ 29,538,792 | (24,425) | (29,514,367) | |||
Net loss | (16,662,667) | $ 0 | $ (16,662,667) | (16,662,667) | |||
Ending balance at Dec. 31, 2020 | $ (46,176,459) | $ 0 | $ 575 | $ 0 | $ (46,177,034) | ||
Ending balance (Shares) at Dec. 31, 2020 | 0 | 5,750,000 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (16,662,667) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative liabilities | 15,457,500 |
Transaction costs allocated to warrant issuance | 854,301 |
Interest earned on investments held in Trust Account | (2,673) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (308,608) |
Accrued expenses | 352,051 |
Net cash used in operating activities | (310,096) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (232,300,000) |
Net cash used in investing activities | (232,300,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 9,650,000 |
Repayment of promissory note – related party | (90,093) |
Payment of offering costs | (378,000) |
Net cash provided by financing activities | 234,581,907 |
Net Change in Cash | 1,971,811 |
Cash – Beginning of period | 0 |
Cash – End of period | 1,971,811 |
Supplemental disclosure of non-cash investing and financing activities: | |
Deferred underwriting fee payable | 8,050,000 |
Offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock | 25,000 |
Offering costs paid through promissory note – related party | $ 90,093 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Zanite Acquisition Corp. (the “Company”) was incorporated in Delaware on August 7, 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 (a “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 December 31, 2020, the Company had not commenced any operations. All activity for the period from August 7, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2020. On November 19, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,650,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Zanite Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,650,000, which is described in Note 5 Transaction costs amounted to $13,143,093, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $493,093 of other offering costs. Following the closing of the Initial Public Offering on November 19, 2020, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in a money market fund selected by the Company meeting certain conditions of Rule 2a-7 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete 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 provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 6 Notwithstanding the foregoing, 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 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 May 19, 2021 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 19, 2021, the Company may, by resolution of its board of directors if requested by the Sponsor, extend the period of time the Company will have to consummate a Business Combination up to two times, each by an additional 6 months (until May 19, 2022), subject to the sponsor purchasing additional Private Placement Warrants. The Company’s stockholders will not be entitled to vote on or redeem their shares in connection with any such extension. Pursuant to the terms of the Certificate of Incorporation, in order to extend the period of time to consummate a Business Combination in such a manner, the Sponsor, upon no less than five days’ advance notice prior to the applicable deadline, must purchase an additional 2,300,000 Private Placement Warrants, at a price of $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6 month extension. In the event that the Company receives notice from the Sponsor five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds have been timely deposited. The S In addition to the Sponsor’s ability to extend the Company’s deadline to consummate a Business Combination in 6-month per-share 6-month 12- 18-month 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 per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7 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) $10.10 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 $10.10 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. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for outstanding warrants issued in connection with our initial public offering in November 2020 as components of equity rather than as derivative liabilities. In light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC issued on April 12, 2021 (the “SEC Staff Statement”), the Company’s management further evaluated the warrants under Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Based on management’s evaluation, in consultation with the Audit Committee, the Company concluded that the Company’s warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40. As a result, the Company is reclassifying the warrants as derivative liabilities measured at their estimated fair values at the end of each reporting period and recognizing changes in the estimated fair value of the derivative instruments from the prior period in the Company’s operating results for the current period. Additionally, the Company determined that the forward contract for additional Private Placement Warrants that will be issued upon each 6-month extension of time to consummate an initial business combination also meets the definition of a derivative liability in accordance with ASC 815-40. The Company also restated its financial statements to classify all Class A common stock in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, Distinguishing Liabilities from Equity – SEC Materials (“ASC 480-10-S99”), redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified 1,100,888 shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. The Company’s accounting for the warrants, forward contract, and Class A common stock will have no impact on the Company’s current or previously reported cash position, o The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Public warrants derivative liability $ — 19,435,000 19,435,000 Private warrant derivative liability — 17,080,500 17,080,500 Forward contract derivative liability — 3,542,000 3,542,000 Total liabilities 8,402,051 40,057,500 48,459,511 Class A common stock subject to possible redemption 221,181,032 11,118,968 232,300,000 Total temporary equity 221,181,032 11,118,968 232,300,000 Class A common stock 110 (110 ) — Additional paid-in capital 5,350,190 (5,350,190 ) — Accumulated deficit (350,866 ) (45,826,168 ) (46,177,034 ) Total stockholders’ equity (deficit) 5,000,009 (51,176,468 ) (46,176,459 ) Statement of Operations Change in fair value of derivative liability $ — $ (15,457,500 ) $ (15,457,500 ) Transaction costs allocated to warrant issuance — (854,301 ) (854,301 ) Other less, net 2,673 (16,311,801 ) (16,309,128 ) Net loss (350,866 ) (16,311,801 ) (16,662,667 ) Basic and diluted net loss per share, Class B non-redeemable common stock $ (0.07 ) (3.13 ) (3.20 ) Statement of Cash Flows Net loss $ (350,866 ) $ (16,311,801 ) $ (16,662,667 ) Transaction costs allocated to warrant issuance — 854,301 854,301 Changes in fair value of derivative liability — 15,457,500 15,457,500 November 19, 2020 As Previously Reported Adjustments As Restated Balance Sheet Public warrants derivative liability — 14,950,000 14,950,000 Private warrant derivative liability — 12,738,000 12,738,000 Forward contract derivative liability — 1,104,000 1,104,000 Total liabilities 8,519,093 28,792,000 37,311,993 Class A common stock subject to possible redemption 221,530,900 11,118,968 232,300,000 Total temporary equity 221,530,900 11,118,968 232,300,000 Class A common stock 107 (107 ) — Additional paid-in capital 5,000,325 (5,000,325 ) — Accumulated deficit (1,000 ) (34,560,668 ) (34,561,668 ) Total stockholders’ equity (deficit) 5,000,007 (39,561,100 ) (34,561,093 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period ended December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants, forward contract to issue additional warrants, and Class A common stock in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant and forward contract derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in money market funds which are invested primarily in U.S. Treasury Securities. Offering Costs Offering costs consist of legal, accounting, underwriting, and oth e were recognized with $854,301 allocated to the Public Warrants, included in the Statement of Operations as a component of other income/(expense) and $12,288,792 included in stockholders’ equity upon completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to their encumbrance to the trust account. 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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. 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. See Note 11 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject t h Class A Common Stock Subject to Possible Redemption The As discussed in Note 4, all of the 23,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. Accordingly, all of the Company’s Class A common stock are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 21,150,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From August 7, 2020 December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,673 Income and Franchise Tax (2,673 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (16,662,667 ) Redeemable Net Earnings — Non-Redeemable $ (16,662,667 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable 5,214,286 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.20 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consisted of one share of Class A common stock and one-half per share, subject to adjustment (see Note 8 All of the 23,000,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20. Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company elected to remeasure the Class A common stock to the redemption amount immediately upon the closing of the Initial Public Offering. As of December 31, 2020, the Class A common stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2020 Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants $ -14,950,000 Class A common stock issuance costs $ -12,288,792 Plus: Immediate remeasurement of the Class A common stock to the redemption amount $ 29,538,792 Contingently redeemable Class A common stock $ 232,300,000 The immediate remeasurement of the Class A common stock to the redemption amount includes $2,300,000 related to the difference between the issuance price of $10 per Unit and the redemption price of $10.10 for the 23,000,000 Class A shares issued. |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,650,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $9,650,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8 As the fair value of the Private Placement Warrants exceeded the purchase price, the Company recorded an expense of $3,088,000 related to the sale of the Private Placement Warrants. This amount is reflected in the Company’s statement of operations as part of the change in fair value of derivative liabilities expense. Additionally, the Company is obligated to issue an additional 2,300,000 Private Place Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, or $2,300,000, for each 6-month extension of the Company’s period to consummate an initial business combination. The terms of the additional Private Placement Warrants, if issued, will be consistent with the initial 9,650,000 Private Placement Warrants issued to the Sponsors at the Initial Public Offering. The Company recorded an expense of $1,104,000 for the initial recognition of the forward contract derivative liability. This amount is reflected in the Company’s statement of operations as part of the change in fair value of derivative liabilities expense. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares The Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). 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 closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading days after a Business Combination Administrative Services Agreement The Company entered into an administrative services agreement, commencing on November 19, 2020, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the period from August 7, 2020 (inception) through December 31, 2020 Promissory Notes — Related Party On August 7, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest December 31, 2020 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, no amounts were outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
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 Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on November 16, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale. The holders 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit |
Stockholder's Equity
Stockholder's Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholder's Equity Note [Abstract] | |
Stockholder's Equity | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 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 December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock— . Class B Common Stock 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 the Company’s shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, one-for-one |
Warrants Liabilities
Warrants Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Warrants Liabilities [Abstract] | |
Warrants Liabilities | NOTE 9. WARRANTS LIABILITIES As of December 31, 20201, the Company issued 11,500,000 9,650,000 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 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 covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of 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 sixtieth (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 above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ • if, and only if, the closing price of the 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 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, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with 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 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days non-redeemable, |
Income Tax
Income Tax | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets Net operating loss carryforward $ 16,318 Organizational costs/Startup expenses 57,364 Total deferred tax assets $ 73,682 Valuation allowance (73,682 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: As of December 31, 2020 Federal Current $ — Deferred (73,682 ) State Current $ — Deferred — Change in valuation allowance 73,682 Income tax provision $ — As of December 31, 2020, the Company had $77,704 of U.S. federal and state net operating loss carryovers available to offset future taxable income with no expiration date. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative liabilit ies (19.5 )% Transaction costs allocated to warrant issuance (1.1 )% Change in valuation allowance (0.4 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11. FAIR VALUE MEASUREMENTS Marketable Securities Held in Trust Account At December 31, 2020, assets held in the Trust Account were comprised of $ in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company did not withdraw any interest earned on the Trust Account. Warrants and Forward Contract Derivative Liabilities At December 31, 2020, the Company’s warrant liability was valued at $36,515,500 and its forward contract liability to issue additional warrants was valued a t $3,542,000. Under the guidance in ASC 815-40 the warrants and forward contract do not meet the criteria for equity treatment. As such, the warrants and forward contract must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant and forward contract liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statement of Operations. Recurring Fair Value Measurements The following table presents fair value information as of December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s investments held in the Trust Account consist of U. S. Treasury Bills or U.S. Money Market, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The fair value of the warrants and forward contract are classified within Level 3 of the fair value hierarchy. The fair value of the Company’s warrants and forward contract are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. Transfers to / from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. For the period ending December 31, 2020 there were no transfers into or out of Level 1, Level 2 or Level 3 classification. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 232,302,673 $ — $ — Liabilities: Public Warrants $ — $ — $ 19,435,000 Private Warrants $ — $ — $ 17,080,500 Forward Contract $ — $ — $ 3,542,000 Measurement The Company established the initial fair value for the warrant liability and forward contract liability on November 19, 2020, the date of the consummation of the Company’s IPO. On December 31, 2020 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. The Company valued the forward contract to issue additional Private Warrants by determining the difference between the purchase price and the valuation of the underlying Private Warrants, as described above, and used a probability-weighted average to estimate the number of additional Private Warrants to be issued. For the Public Warrants, the Company allocated the proceeds received from the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant) first to the Public Warrants based on their fair values as determined at initial measurement with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity). The Warrants and forward contract were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement and at December 31, 2020: Input November 19, 2020 December 31, 2020 Risk-free interest rate 0.51 % 0.50 % Expected term (years) 6.0 6.0 Expected volatility 20.0 % 25.0 % Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 Probability-weighted average of additional shares to be issued for the forward contract 3,450,000 4,600,000 The change in the fair value of the derivative liabilities for the period ended December 31, 2020 is summarized as follows: Private Placement Public Forward Contract Derivative Liabilities Fair value at issuance November 19, 2020 $ 12,738,000 $ 14,950,000 $ 1,104,000 $ 28,792,000 Change in fair value 4,342,500 4,485,000 2,438,000 11,265,500 Fair value at December 31, 2020 $ 17,080,500 $ 19,435,000 $ 3,542,000 $ 40,057,500 The non-cash loss related to initial recognition of the Private Placement Warrant and forward contract derivative liabilities, as described in Note 5, is included in loss on change in fair value of derivative liabilities on the statement of operations. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. 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. The Company did not identify any other subsequent events, other than as described below and herein, that would have required adjustment or disclosure in the financial statements that are not already disclosed. On May 18, 2021, our Sponsor exercised its option to purchase 2,300,000 Private Placement Warrants, for an aggregate purchase price of $2,300,000, in order to extend the time the Comp any |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period ended December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants, forward contract to issue additional warrants, and Class A common stock in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant and forward contract derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in money market funds which are invested primarily in U.S. Treasury Securities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting, and oth e were recognized with $854,301 allocated to the Public Warrants, included in the Statement of Operations as a component of other income/(expense) and $12,288,792 included in stockholders’ equity upon completion of the Initial Public Offering. Deferred underwriting commissions are classified as a long-term liability due to their encumbrance to the trust account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the Statement of Operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. |
Fair Value Measurements | Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. 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. See Note 11 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject t h |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The As discussed in Note 4, all of the 23,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. Accordingly, all of the Company’s Class A common stock are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Net Loss per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 21,150,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From August 7, 2020 December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,673 Income and Franchise Tax (2,673 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (16,662,667 ) Redeemable Net Earnings — Non-Redeemable $ (16,662,667 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable 5,214,286 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.20 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of Restatement of Previously Issued Financial Statements | The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Public warrants derivative liability $ — 19,435,000 19,435,000 Private warrant derivative liability — 17,080,500 17,080,500 Forward contract derivative liability — 3,542,000 3,542,000 Total liabilities 8,402,051 40,057,500 48,459,511 Class A common stock subject to possible redemption 221,181,032 11,118,968 232,300,000 Total temporary equity 221,181,032 11,118,968 232,300,000 Class A common stock 110 (110 ) — Additional paid-in capital 5,350,190 (5,350,190 ) — Accumulated deficit (350,866 ) (45,826,168 ) (46,177,034 ) Total stockholders’ equity (deficit) 5,000,009 (51,176,468 ) (46,176,459 ) Statement of Operations Change in fair value of derivative liability $ — $ (15,457,500 ) $ (15,457,500 ) Transaction costs allocated to warrant issuance — (854,301 ) (854,301 ) Other less, net 2,673 (16,311,801 ) (16,309,128 ) Net loss (350,866 ) (16,311,801 ) (16,662,667 ) Basic and diluted net loss per share, Class B non-redeemable common stock $ (0.07 ) (3.13 ) (3.20 ) Statement of Cash Flows Net loss $ (350,866 ) $ (16,311,801 ) $ (16,662,667 ) Transaction costs allocated to warrant issuance — 854,301 854,301 Changes in fair value of derivative liability — 15,457,500 15,457,500 November 19, 2020 As Previously Reported Adjustments As Restated Balance Sheet Public warrants derivative liability — 14,950,000 14,950,000 Private warrant derivative liability — 12,738,000 12,738,000 Forward contract derivative liability — 1,104,000 1,104,000 Total liabilities 8,519,093 28,792,000 37,311,993 Class A common stock subject to possible redemption 221,530,900 11,118,968 232,300,000 Total temporary equity 221,530,900 11,118,968 232,300,000 Class A common stock 107 (107 ) — Additional paid-in capital 5,000,325 (5,000,325 ) — Accumulated deficit (1,000 ) (34,560,668 ) (34,561,668 ) Total stockholders’ equity (deficit) 5,000,007 (39,561,100 ) (34,561,093 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Earnings Per Share Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From August 7, 2020 December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,673 Income and Franchise Tax (2,673 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (16,662,667 ) Redeemable Net Earnings — Non-Redeemable $ (16,662,667 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable 5,214,286 Loss/Basic and Diluted Non-Redeemable Class B Common Stock $ (3.20 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Schedule of Reconciliation of Class A Common Stock Reflected on the Balance Sheet | As of December 31, 2020, the Class A common stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2020 Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants $ -14,950,000 Class A common stock issuance costs $ -12,288,792 Plus: Immediate remeasurement of the Class A common stock to the redemption amount $ 29,538,792 Contingently redeemable Class A common stock $ 232,300,000 |
Income Tax (Tables)
Income Tax (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary Of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets Net operating loss carryforward $ 16,318 Organizational costs/Startup expenses 57,364 Total deferred tax assets $ 73,682 Valuation allowance (73,682 ) Deferred tax assets, net of allowance $ — |
Summary Of Reconcilation Of Income Tax Provision | The income tax provision consists of the following: As of Federal Current $ — Deferred (73,682 ) State Current $ — Deferred — Change in valuation allowance 73,682 Income tax provision $ — |
Summary Of Reconciliation Of Income Tax Rates | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative liabilit ies (19.5 )% Transaction costs allocated to warrant issuance (1.1 )% Change in valuation allowance (0.4 )% Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Of Fair Value Measurement Of Assets And Liability With The Fair Value Hierarchy | The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis: Quoted Prices (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 232,302,673 $ — $ — Liabilities: Public Warrants $ — $ — $ 19,435,000 Private Warrants $ — $ — $ 17,080,500 Forward Contract $ — $ — $ 3,542,000 |
Summary Of Fair Value Measurement Inputs And Valuation Techniques | The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement and at December 31, 2020: Input November 19, 2020 December 31, 2020 Risk-free interest rate 0.51 % 0.50 % Expected term (years) 6.0 6.0 Expected volatility 20.0 % 25.0 % Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Expected stock price at De-SPAC $ 10.00 $ 10.00 Probability-weighted average of additional shares to be issued for the forward contract 3,450,000 4,600,000 |
Summary Of Change In The Fair Value Of The Derivative Liabilities | The change in the fair value of the derivative liabilities for the period ended December 31, 2020 is summarized as follows: Private Placement Public Forward Contract Derivative Liabilities Fair value at issuance November 19, 2020 $ 12,738,000 $ 14,950,000 $ 1,104,000 $ 28,792,000 Change in fair value 4,342,500 4,485,000 2,438,000 11,265,500 Fair value at December 31, 2020 $ 17,080,500 $ 19,435,000 $ 3,542,000 $ 40,057,500 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Nov. 19, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from initial public offer | $ 232,300,000 | |
Warrants issued price per warrant | $ 10.10 | |
Transaction costs | $ 13,143,093 | |
Underwriting fees Paid | $ 4,600,000 | |
Deferred underwriting fees | 8,050,000 | |
Other offering costs | $ 493,093 | |
Percentage of fair market value of target business to net assets held in the trust account | 80.00% | |
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | |
Percentage of timing of the company's obligation to redeem public shares before business combination | 100.00% | |
Expenses payable on dissolution | $ 100,000 | |
Per share value of the assets remaining available for distribution | 10.10% | |
Per share amount in the trust account for distribution to the public shareholders | 10.10% | |
Per public share due to reductions in the value of the trust assets | $ 10.10 | |
Asset Held in Trust [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Redemption of share, price per share | $ 10.10 | |
Minimum [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Business combination issued and outstanding voting securities | 50.00% | |
Business combination, net tangible assets acquired | $ 5,000,001 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 23,000,000 | |
Sale of stock issue price per share | $ 10 | |
Proceeds from initial public offer | $ 230,000,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 3,000,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued during the period | 9,650,000 | |
Warrants issued price per warrant | $ 1 | |
Proceeds from warrants issued | $ 9,650,000 | |
Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued during the period | 2,300,000 | |
Warrants issued price per warrant | $ 1 | |
Proceeds from warrants issued | $ 2,300,000 | |
Second Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued during the period | 4,600,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Schedule of Restatement of Previously Issued Financial Statements (Detail) - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Nov. 19, 2020 | Aug. 06, 2020 | |
Balance Sheet | |||
Total liabilities | $ 48,459,551 | ||
Class A common stock subject to possible redemption | 232,300,000 | ||
Additional paid-in capital | 0 | ||
Accumulated deficit | (46,177,034) | ||
Total Stockholder's Equity | (46,176,459) | $ 0 | |
Statement of Operations | |||
Change in fair value of derivative liability | (15,457,500) | ||
Transaction costs allocated to warrant issuance | (854,301) | ||
Other less, net | (16,309,128) | ||
Net loss | (16,662,667) | ||
Statement of Cash Flows | |||
Net loss | (16,662,667) | ||
Transaction costs allocated to warrant issuance | 854,301 | ||
Changes in fair value warrants derivative liability | 15,457,500 | ||
As Previously Reported [Member] | |||
Balance Sheet | |||
Forward contract derivative liability | 0 | $ 0 | |
Total liabilities | 8,402,051 | 8,519,093 | |
Class A common stock subject to possible redemption | 221,181,032 | 221,530,900 | |
Total temporary equity | 221,181,032 | 221,530,900 | |
Class A common stock | 110 | 107 | |
Additional paid-in capital | 5,350,190 | 5,000,325 | |
Accumulated deficit | (350,866) | (1,000) | |
Total Stockholder's Equity | 5,000,009 | 5,000,007 | |
Statement of Operations | |||
Other less, net | 2,673 | ||
Net loss | (350,866) | ||
Statement of Cash Flows | |||
Net loss | (350,866) | ||
Adjustments [Member] | |||
Balance Sheet | |||
Forward contract derivative liability | 3,542,000 | 1,104,000 | |
Total liabilities | 40,057,500 | 28,792,000 | |
Class A common stock subject to possible redemption | 11,118,968 | 11,118,968 | |
Total temporary equity | 11,118,968 | 11,118,968 | |
Class A common stock | (110) | (107) | |
Additional paid-in capital | (5,350,190) | (5,000,325) | |
Accumulated deficit | (45,826,168) | (34,560,668) | |
Total Stockholder's Equity | (51,176,468) | (39,561,100) | |
Statement of Operations | |||
Change in fair value of derivative liability | (15,457,500) | ||
Transaction costs allocated to warrant issuance | (854,301) | ||
Other less, net | (16,311,801) | ||
Net loss | (16,311,801) | ||
Statement of Cash Flows | |||
Net loss | (16,311,801) | ||
Transaction costs allocated to warrant issuance | 854,301 | ||
Changes in fair value warrants derivative liability | 15,457,500 | ||
As Restated [Member] | |||
Balance Sheet | |||
Forward contract derivative liability | 3,542,000 | 1,104,000 | |
Total liabilities | 48,459,511 | 37,311,993 | |
Class A common stock subject to possible redemption | 232,300,000 | 232,300,000 | |
Total temporary equity | 232,300,000 | 232,300,000 | |
Class A common stock | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (46,177,034) | (34,561,668) | |
Total Stockholder's Equity | (46,176,459) | (34,561,093) | |
Statement of Operations | |||
Change in fair value of derivative liability | (15,457,500) | ||
Transaction costs allocated to warrant issuance | (854,301) | ||
Other less, net | (16,309,128) | ||
Net loss | (16,662,667) | ||
Statement of Cash Flows | |||
Net loss | (16,662,667) | ||
Transaction costs allocated to warrant issuance | 854,301 | ||
Changes in fair value warrants derivative liability | 15,457,500 | ||
Public Warrants [Member] | |||
Balance Sheet | |||
Derivative liability | 19,435,000 | ||
Public Warrants [Member] | As Previously Reported [Member] | |||
Balance Sheet | |||
Derivative liability | 0 | 0 | |
Public Warrants [Member] | Adjustments [Member] | |||
Balance Sheet | |||
Derivative liability | 19,435,000 | 14,950,000 | |
Public Warrants [Member] | As Restated [Member] | |||
Balance Sheet | |||
Derivative liability | 19,435,000 | 14,950,000 | |
Private Placement Warrant [Member] | As Previously Reported [Member] | |||
Balance Sheet | |||
Derivative liability | 0 | 0 | |
Private Placement Warrant [Member] | Adjustments [Member] | |||
Balance Sheet | |||
Derivative liability | 17,080,500 | 12,738,000 | |
Private Placement Warrant [Member] | As Restated [Member] | |||
Balance Sheet | |||
Derivative liability | $ 17,080,500 | $ 12,738,000 | |
Class B Non-redeemable Common Stock [Member] | As Previously Reported [Member] | |||
Statement of Operations | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ (0.07) | ||
Class B Non-redeemable Common Stock [Member] | Adjustments [Member] | |||
Statement of Operations | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | (3.13) | ||
Class B Non-redeemable Common Stock [Member] | As Restated [Member] | |||
Statement of Operations | |||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ (3.20) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Increase in warrant liabilities | $ 0 |
Number of shares reclassified in permanent equity | shares | 1,100,888 |
Minimum networth required for compliance | $ 5,000,001 |
Common Class A [Member] | |
Decrease in common stock subject to redemption | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Transaction costs | $ 13,143,093 |
Unrecognized tax benefits | 0 |
Cash federal depository insurance coverage | 250,000 |
Offering costs allocated to equity upon completion of initial public offering | 12,288,792 |
Other Income Expense [Member] | Public Warrants [Member] | |
Allocated expense for warrant issuance cost | $ 854,301 |
Common Class A [Member] | |
Warrants exercisable to purchase common stock | shares | 21,150,000 |
Common Class A [Member] | IPO [Member] | |
Number of Shares subject to redemption in connection with the liquidation | shares | 23,000,000 |
Common Class A [Member] | IPO [Member] | Common Stock Subject to Mandatory Redemption [Member] | |
Number of Shares subject to redemption in connection with the liquidation | shares | 23,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest Income | $ 2,673 |
Net Loss | (16,662,667) |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | (16,662,667) |
Common Class A [Member] | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest Income | 2,673 |
Income and Franchise Tax | (2,673) |
Net Loss | $ 0 |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted | shares | 23,000,000 |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares | $ 0 |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ 0 |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | |
Non-Redeemable Class B Common Stock, Basic and Diluted | shares | 23,000,000 |
Loss/Basic and Diluted Non-Redeemable Class B Common Stock | $ / shares | $ 0 |
Common Class B [Member] | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Net Loss | $ (16,662,667) |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted | shares | 5,214,286 |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares | $ (3.20) |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ (16,662,667) |
Redeemable Net Earnings | 0 |
Non-Redeemable Net Loss | $ (16,662,667) |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | |
Non-Redeemable Class B Common Stock, Basic and Diluted | shares | 5,214,286 |
Loss/Basic and Diluted Non-Redeemable Class B Common Stock | $ / shares | $ (3.20) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Nov. 19, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Issuance price | $ 9.20 | |
Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Immediate remeasurement of the Class A common stock to the redemption include amount related to difference of issuance price and redemption price of stock | $ 2,300,000 | |
Issuance price | $ 10 | |
Redemption Price per share | $ 10.10 | |
Shares subject to forfeiture | 23,000,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 23,000,000 | |
Sale of stock issue price per share | $ 10 | |
IPO [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of Shares subject to redemption in connection with the liquidation | 23,000,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 3,000,000 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Reconciliation of Class A Common Stock Reflected on the Balance Sheet (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule Of Reconciliation of Stock By Class [Line Items] | |
Gross proceeds | $ 225,400,000 |
Immediate remeasurement of the Class A common stock to the redemption amount | (29,538,792) |
Common Class A [Member] | |
Schedule Of Reconciliation of Stock By Class [Line Items] | |
Gross proceeds | 230,000,000 |
Proceeds allocated to public warrants | (14,950,000) |
Class A common stock issuance costs | (12,288,792) |
Immediate remeasurement of the Class A common stock to the redemption amount | 29,538,792 |
Contingently redeemable Class A common stock | $ 232,300,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 19, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued price per warrant | $ 10.10 | |
Private Placement Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued during the period | 9,650,000 | |
Class of warrant or right, expense recognized | $ 3,088,000 | |
Forward Contract for Derivative Liability [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Forward contract derivative liability expenses recognized for initial recognition | $ 1,104,000 | |
Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Sponsor [Member] | Private Placement Warrant [Member] | Additional Warrants Issuable for Each Six Month Extension of Business Combination [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued price per warrant | $ 1 | |
Class of warrants or rights subscribed but not issued | 2,300,000 | |
Class of warrants or rights subscribed but not issued value | $ 2,300,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued price per warrant | $ 1 | |
Proceeds from warrants issued | $ 9,650,000 | |
Warrants issued during the period | 9,650,000 | |
Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants issued price per warrant | $ 1 | |
Proceeds from warrants issued | $ 2,300,000 | |
Warrants issued during the period | 2,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 23, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Aug. 07, 2020 |
Related Party Transaction [Line Items] | ||||
Payment for administrative fee | $ 10,000 | |||
Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Working Capital Loans | $ 1,500,000 | |||
Convertible price for warrants | $ 1 | |||
Long-term Debt, Gross | $ 0 | |||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amounts of transaction | $ 25,000 | |||
Repayment of notes payable to related party current | $ 90,093 | |||
Sponsor [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face value | $ 300,000 | |||
Sponsor [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock shares issued during the period | 5,750,000 | |||
Sponsor [Member] | Founder Shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share transfer, trigger price per share | $ 12 | |||
Number of consecutive trading days for determining share price | 20 days | |||
Number of trading days for determining share price | 30 days | |||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | |||
Office Space Secretarial and Administrative Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amounts of transaction | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 31, 2020USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred underwriting fee payable per share | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 8,050,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Percentage of the common stock outstanding when common stock is converted from class to another | 20.00% |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 23,000,000 |
Common stock, shares outstanding | 23,000,000 |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Warrants Liabilities - Addition
Warrants Liabilities - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Share price | $ 9.20 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
Term of warrants | 5 years |
Private Placement Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants issued during the period | shares | 9,650,000 |
Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 10 |
Share Trigger Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant instrument redemption threshold consecutive trading days | 20 days |
Warrant instrument redemption threshold trading days | 30 days |
Share Trigger Price One [Member] | Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants redemption price per unit | $ 0.01 |
Class Of Warrants Redemption Notice Period | 30 days |
Share Trigger Price One [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price per share | $ 18 |
Share Redemption Trigger Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price per share | $ 18 |
Share Redemption Trigger Price Two [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants, exercise price adjustment percentage | 115.00% |
Share Redemption Trigger Price Two [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants, exercise price adjustment percentage | 180.00% |
Event Triggering Warrant Redemption When The Share Issue Price Is Less Than The Threshold [Member] | |
Class of Warrant or Right [Line Items] | |
Percentage of capital raised for business combination to total equity proceeds | 0.00% |
Share price | $ 9.20 |
Number of trading days for determining volume weighted average share price | 20 days |
Business Combination [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days |
IPO [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants issued during the period | shares | 11,500,000 |
Income Tax - Summary Of Net Def
Income Tax - Summary Of Net Deferred Tax Assets (Detail) | Dec. 31, 2020USD ($) |
Deferred tax assets | |
Net operating loss carryforward | $ 16,318 |
Organizational costs/Startup expenses | 57,364 |
Total deferred tax assets | 73,682 |
Valuation allowance | (73,682) |
Deferred tax assets, net of allowance | $ 0 |
Income Tax - Summary Of Reconci
Income Tax - Summary Of Reconciliation Of Income Tax Provision (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (73,682) |
State | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 73,682 |
Income tax provision | $ 0 |
Income Tax - Summary Of Recon_2
Income Tax - Summary Of Reconciliation Of Income Tax Rates (Detail) | 5 Months Ended |
Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of derivative liabilities | (19.50%) |
Transaction costs allocated to warrant issuance | (1.10%) |
Change in valuation allowance | (0.40%) |
Income tax provision | 0.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Contingency [Line Items] | |
Change in valuation allowance | $ 73,682 |
Domestic Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Deferred tax assets, net operating loss carryforwards | 77,704 |
State and Local Jurisdiction [Member] | |
Income Tax Contingency [Line Items] | |
Deferred tax assets, net operating loss carryforwards | $ 77,704 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Warrants And Forward Contract Derivative Liabilities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrant liability | $ 36,515,500 |
Forward contract to acquire additional warrant liability value | 3,542,000 |
US Treasury Securities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets Held-in-trust, Current | $ 232,302,673 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Fair Value Measurement Of Assets And Liability With The Fair Value Hierarchy (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | $ 0 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrant [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 0 |
Fair Value, Inputs, Level 1 [Member] | Forward Contract Derivative Liability [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 0 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 232,302,673 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrant [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 0 |
Fair Value, Inputs, Level 2 [Member] | Forward Contract Derivative Liability [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 0 |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 0 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 19,435,000 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrant [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 17,080,500 |
Fair Value, Inputs, Level 3 [Member] | Forward Contract Derivative Liability [Member] | |
Liabilities: | |
Warrants and Rights Outstanding | 3,542,000 |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Fair Value Measurement Inputs And Valuation Techniques (Detail) - $ / shares | Dec. 31, 2020 | Nov. 19, 2020 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.50% | 0.51% |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (years) | 6 years | 6 years |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 25.00% | 20.00% |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Measurement Input, Expected Stock Price at De-SPAC [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected stock price at De-SPAC | $ 10 | $ 10 |
Measurement Input Probability Weighted Average of Additional Shares To Be Issued For the Forward Contract [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability-weighted average of additional shares to be issued for the forward contract | 4,600,000 | 3,450,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Change In The Fair Value Of The Derivative Liabilities (Detail) | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance November 19, 2020 | $ 28,792,000 |
Change in fair value | 11,265,500 |
Fair Value at December 31, 2020 | 40,057,500 |
Private Placement Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance November 19, 2020 | 12,738,000 |
Change in fair value | 4,342,500 |
Fair Value at December 31, 2020 | 17,080,500 |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance November 19, 2020 | 14,950,000 |
Change in fair value | 4,485,000 |
Fair Value at December 31, 2020 | 19,435,000 |
Forward Contract Derivative Liability [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance November 19, 2020 | 1,104,000 |
Change in fair value | 2,438,000 |
Fair Value at December 31, 2020 | $ 3,542,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 18, 2021 | Dec. 31, 2020 | Nov. 19, 2020 |
Subsequent Event [Line Items] | |||
Warrants issued price per warrant | $ 10.10 | ||
Additional Warrants Issuable for Each Six Month Extension of Business Combination [Member] | Private Placement Warrant [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Warrants issued price per warrant | $ 1 | ||
Additional Warrants Issuable for Each Six Month Extension of Business Combination [Member] | Subsequent Event [Member] | Private Placement Warrant [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Warrants issued price per warrant | $ 2,300,000 | ||
Proceeds from issuance of warrants | $ 2,300,000 | ||
Class of warrants or rights issued | 11,950,000 |