Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-39702 | |
Entity Registrant Name | Health Assurance Acquisition Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2899745 | |
Entity Address State Or Province | MA | |
Entity Address, Address Line One | 20 University Road | |
Entity Address, City or Town | Cambridge | |
Entity Address, Postal Zip Code | 02138 | |
City Area Code | 617 | |
Local Phone Number | 234-7000 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001824013 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
SAIL Securities | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | HAACU | |
Security Exchange Name | NASDAQ | |
Class A redeemable common stock | ||
Title of 12(b) Security | Class A Common Stock included as part of the SAILSM securities | |
Trading Symbol | HAAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 52,500,000 | |
Redeemable warrants | ||
Title of 12(b) Security | Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | HAACW | |
Security Exchange Name | NASDAQ | |
Class B nonredeemable common stock | ||
Entity Common Stock, Shares Outstanding | 2,625,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,857,743 | $ 4,615,094 |
Prepaid expenses | 1,063,724 | 1,412,513 |
Total current assets | 2,921,467 | 6,027,607 |
Investments held in Trust Account | 525,229,304 | 525,065,532 |
Total Assets | 528,150,771 | 531,093,139 |
Current liabilities: | ||
Accounts payable | 39,063 | 24,827 |
Accrued expenses | 2,438,000 | 3,279,126 |
Franchise tax payable | 71,846 | 61,420 |
Income tax payable | 24,785 | 863 |
Total current liabilities | 2,573,694 | 3,366,236 |
Deferred legal fees | 2,800,976 | |
Deferred underwriting commissions in connection with the initial public offering | 18,375,000 | 18,375,000 |
Derivative warrant liabilities | 46,375,000 | 73,645,830 |
Total liabilities | 70,124,670 | 95,387,066 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 700,000,000 shares authorized; 45,302,610 and 43,070,607 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 453,026,100 | 430,706,070 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value 10,000,000 shares authorized none issued and outstanding at June 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 14,536,659 | 36,856,465 |
Accumulated deficit | (9,537,640) | (31,857,668) |
Total stockholders' equity | 5,000,001 | 5,000,003 |
Total Liabilities and Stockholders' Equity | 528,150,771 | 531,093,139 |
Class A redeemable common stock | ||
Stockholders' Equity: | ||
Common Stock | 719 | 943 |
Total stockholders' equity | 719 | 943 |
Class B nonredeemable common stock | ||
Stockholders' Equity: | ||
Common Stock | 263 | 263 |
Total stockholders' equity | $ 263 | $ 263 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A redeemable common stock | ||
Shares subject to possible redemption, par value per share | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption, shares authorized | 700,000,000 | 700,000,000 |
Shares subject to possible redemption, redemption per share | 45,302,610 | 43,070,607 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 7,197,390 | 9,429,393 |
Common stock, shares outstanding | 7,197,390 | 9,429,393 |
Class B nonredeemable common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,625,000 | 2,625,000 |
Common stock, shares outstanding | 2,625,000 | 2,625,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 906,371 | $ 4,458,873 |
General and administrative expenses - related party | 280,000 | 581,917 |
Franchise tax expense | 49,863 | 49,863 |
Loss from operations | (1,236,234) | (5,090,653) |
Change in fair value of derivative warrant liabilities | 25,666,660 | 27,270,830 |
Gain on investments held in Trust Account | 11,456 | 163,772 |
Income before income tax expense | 24,441,882 | 22,343,949 |
Income tax (benefit) expense | (8,065) | 23,921 |
Net income | $ 24,449,947 | $ 22,320,028 |
Class A redeemable common stock | ||
Weighted average shares outstanding | 52,500,000 | 52,500,000 |
Basic and Diluted net income per share | $ 0 | $ 0 |
Class B nonredeemable common stock | ||
Net income | $ 24,449,947 | $ 22,320,028 |
Weighted average shares outstanding | 2,625,000 | 2,625,000 |
Basic net income per share | $ 9.31 | $ 8.47 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A redeemable common stock | Class B nonredeemable common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 943 | $ 263 | $ 36,856,465 | $ (31,857,668) | $ 5,000,003 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,429,393 | 2,625,000 | |||
Class A common stock subject to possible redemption | $ 21 | 2,129,899 | 2,129,920 | ||
Class A common stock subject to possible redemption (in shares) | 212,992 | ||||
Net Income (loss) | (2,129,919) | (2,129,919) | |||
Balance at the ending at Mar. 31, 2021 | $ 964 | $ 263 | 38,986,364 | (33,987,587) | 5,000,004 |
Balance at the ending (in shares) at Mar. 31, 2021 | 9,642,385 | 2,625,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 943 | $ 263 | 36,856,465 | (31,857,668) | 5,000,003 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,429,393 | 2,625,000 | |||
Net Income (loss) | $ 22,320,028 | 22,320,028 | |||
Balance at the ending at Jun. 30, 2021 | $ 719 | $ 263 | 14,536,659 | (9,537,640) | 5,000,001 |
Balance at the ending (in shares) at Jun. 30, 2021 | 7,197,390 | 2,625,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 964 | $ 263 | 38,986,364 | (33,987,587) | 5,000,004 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 9,642,385 | 2,625,000 | |||
Class A common stock subject to possible redemption | $ (245) | (24,449,705) | (24,449,950) | ||
Class A common stock subject to possible redemption (in shares) | (2,444,995) | ||||
Net Income (loss) | $ 24,449,947 | 24,449,947 | 24,449,947 | ||
Balance at the ending at Jun. 30, 2021 | $ 719 | $ 263 | $ 14,536,659 | $ (9,537,640) | $ 5,000,001 |
Balance at the ending (in shares) at Jun. 30, 2021 | 7,197,390 | 2,625,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 22,320,028 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (27,270,830) |
Gain on investments held in Trust Account | (163,772) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 348,789 |
Accounts payable | 14,236 |
Accrued expenses | (841,126) |
Franchise tax payable | 10,426 |
Income tax payable | 23,922 |
Deferred legal fees | 2,800,976 |
Net cash used in operating activities | (2,757,351) |
Net change in cash | (2,757,351) |
Cash - beginning of the period | 4,615,094 |
Cash - end of the period | 1,857,743 |
Supplemental disclosure of noncash financing activities: | |
Change in value of Class A common stock subject to possible redemption | $ 22,320,030 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Health Assurance Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on September 8, 2020. The Company’s initial stockholders were: HAAC Sponsor, LLC (the “Sponsor”), a wholly owned subsidiary of General Catalyst Group X—Early Venture, L.P., a Delaware limited partnership, Health Assurance Economy Foundation, a charitable foundation (“Foundation”), and any other holders of Alignment Shares (as described in Note 4) immediately prior to the offering, collectively, “Initial Stockholders.” The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (herein referred to as “Initial Business Combination”). The Company has not selected any business combination target and it has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company’s management has broad discretion with respect to the specific application of the net proceeds from its initial public offering (the “Initial Public Offering”) of its securities called Stakeholder Aligned Initial Listing Securities, or SAIL SM SM As of June 30, 2021, the Company had not commenced any operations. All activity for the period from September 8, 2020 (inception) through June 30,2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form or interest income from the proceeds derived from the Initial Public Offering (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated the Initial Public Offering of 52,500,000 of its securities called Stakeholder Aligned Initial Listing Securities, or SAIL SM SM SM SM SM Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,666,666 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), including 333,333 Private Placement Warrants as a result of the underwriters’ exercise in part of their over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement with the Sponsor and certain directors of the Company (the “Private Placement Warrants Purchasers”), generating gross proceeds of $17.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $525.0 million ($10.00 per SAIL SM SM Pursuant to stock exchange listing rules, the Company must complete an Initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of signing a definitive agreement in connection with the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise is not required to register as an investment company under the Investment Company of Act 1940, as amended (the “Investment Company Act”). The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Company’s initial business combination at $10.00 per share and the per share interest earned on the funds held in the trust account (net of permitted withdrawals). As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business combination. Notwithstanding the foregoing, the Company’s Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company will only have 24 months from the closing of the Initial Public Offering, or until November 17, 2022 to complete the Initial Business Combination (or such later date as approved by holders of a majority of outstanding shares of common stock of the Company that are voted at a meeting to extend such date, voting together as a single class) (the “Business Combination Period”). If the Company does not complete an Initial Business Combination within this period of time (and stockholders do not approve an amendment to the Certificate of Incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Alignment Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Initial Business Combination, (ii) waive their redemption rights with respect to any Alignment Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within the Business Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-combination transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Alignment Shares they hold if the Company fails to complete an Initial Business Combination within the Business Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an Initial Business Combination within the Business Combination Period). Liquidity and As of June 30, 2021, the Company had $1.9 million in cash and working capital of approximately $348,000. Prior to the Initial Public Offering, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Initial Stockholders in exchange for the issuance of the Alignment Shares and proceeds from a loan of $300,000 pursuant to a note agreement from the Company’s Sponsor (the “Note”). The Company repaid the Note in full on November 18, 2020. Following the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor may, but is not obligated to, provide the Company with working capital loans. As of the date of this filing, there were no amounts outstanding under any working capital loans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," as of June 30, 2021, the Company does not have sufficient liquidity to meet its obligations in the next twelve months. However, management has determined that it has access to funds from the Sponsor that are sufficient to fund its working capital needs until the earlier of the consummation of an Initial Business Combination or a minimum one year from the date of issuance of these unaudited condensed financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 26, 2021. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 does not have any cash equivalents as of June 30, 2021 or December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until they are exercised. Their re-measurement to fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of Public Warrants was initially calculated using an modified Black-Scholes option pricing model, and subsequent to their being separately listed and traded, the Public Warrants are measured their market price. The fair value of Private Warrants was calculated using a modified Black-Scholes Option Pricing Model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at June 30, 2021 and December 31, 2020, 45,302,610 and 43,070,607 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. As of June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.1 million and $0.7 million, respectively, with a full valuation allowance against them. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income per share for Class A redeemable common stock in a manner similar to the two-class method of net income per common stock. Net income per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A redeemable common stock outstanding for the periods. Net income per common stock, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the periods. Class B non-redeemable common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock: For the Three For the Six Months Months Ended Ended June 30, June 30, 2021 2021 Class A redeemable common stock Numerator: Income allocable to Class A redeemable common stock Gain on investments held in Trust Account $ 11,456 $ 163,772 Less: Company's portion available to be withdrawn to pay taxes (11,456) (73,784) Net income attributable $ — $ 89,988 Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 52,500,000 52,500,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B non-redeemable common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 24,449,947 $ 22,320,028 Net income allocable to Class A redeemable common stock — (89,988) Net income attributable $ 24,449,947 $ 22,230,040 Denominator: weighted average Class B non-redeemable common stock Basic and diluted weighted average shares outstanding, Class B non-redeemable common stock 2,625,000 2,625,000 Basic and diluted net income per share, Class B non-redeemable common stock $ 9.31 $ 8.47 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering Public SAIL SM Securities On November 17, 2020, the Company consummated its Initial Public Offering of 52,500,000 SAIL SM SM SM SM SM Each SAIL SM one |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Alignment Shares On September 24, 2020, an affiliate of the Sponsor paid $22,500, or approximately $0.009 per share, and the Foundation paid $2,500, or approximately $0.009 per share, in exchange for 2,587,500 and 287,500 shares of Class B common stock, respectively (collectively, “Alignment Shares”). Such Alignment Shares held by the affiliate of the Sponsor were subsequently transferred to the Sponsor. In November 2020, the Sponsor transferred 6,469 Alignment Shares to each of the independent directors resulting in the Sponsor holding 2,561,624 Alignment Shares. The number of Alignment Shares issued was determined based on the expectation that such Alignment Shares would represent 20% of the issued and outstanding shares upon completion of the Initial Public Offering. Up to 375,000 of the Alignment Shares were to be forfeited depending on the extent to which the underwriters’ over-allotment was exercised. The Alignment Shares are entitled to (together with the shares of Class B common stock) a number of votes representing 20% of the Company’s outstanding common stock prior to the completion of the Initial Business Combination. The underwriters exercised the over-allotment option in part and the Company consummated the sale of such SAIL SM The Initial Stockholders, directors and executive officers have agreed not to transfer, assign or sell any of their Alignment Shares and any of their shares of Class A common stock deliverable upon conversion of the Alignment Shares for 30 days following the completion of an Initial Business Combination. In connection with this arrangement, the Initial Stockholders, officers, and directors have also agreed not to transfer, assign or sell any of their Alignment Shares until the earlier to occur of: (i) 30 days after the completion of the Company’s Initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Initial Business Combination that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus. Further, in connection with this arrangement, the Sponsor, officers and directors have also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the Initial Business Combination, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Alignment Shares and Private Placement Warrants. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Private Placement Warrants Purchasers purchased an aggregate of 11,666,666 Private Placement Warrants, including 333,333 Private Placement Warrants as a result of the underwriters’ exercise in part of their over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement to certain of the Sponsor and certain directors of the Company generating gross proceeds of $17.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a business combination within the Combination Period, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless. The Initial Stockholders, directors and executive officers have agreed not to transfer, assign or sell any of their Alignment Shares and any of their shares of Class A common stock deliverable upon conversion of the Alignment Shares for 30 days following the completion of an Initial Business Combination. In connection with this arrangement, the Initial Stockholders, officers, and directors have also agreed not to transfer, assign or sell any of their Alignment Shares until the earlier to occur of: (i) 30 days after the completion of the Company’s Initial business combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Initial Business Combination that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus. Further, in connection with this arrangement, the Sponsor, officers and directors have also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the Initial Business Combination, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Alignment Shares and Private Placement Warrants. Related Party Loans On September 24, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the Initial Public Offering. This loan was payable without interest on the earlier of January 31, 2021, or the completion of the Initial Public Offering. Through the date of the Initial Public Offering, the Company borrowed $300,000 under the Note. The Company fully repaid the Note on November 18, 2020. Subsequent to the repayment, the facility was no longer available to the Company. Working Capital Loans In order to finance transaction costs in connection with an intended Initial 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 (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into Private Placement Warrants at a price of $1.50 per Private Placement Warrants at the option of the lender. The Private Placement Warrants would be identical to the Private Placement Warrants issued to the Sponsor. Except for the forgoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company has never had borrowings on working capital loans. Administrative Services and Director Compensation Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the Initial Business Combination and the Company’s liquidation, the Company has agreed to pay the Sponsor for office space, secretarial and administrative support provided to members of the Company’s management team $10,000 per month. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 of expenses for these services included in general and administrative expenses – related party on the accompanying unaudited condensed statements of operations, respectively. Amounts payable for such services as of June 30, 2021 and December 31, 2021 were $60,000 and $30,000, respectively, and included as accrued expenses on the accompanying condensed balance sheets. In addition, each independent director receives quarterly cash compensation of $62,500 (or $250,000 in the aggregate per year). For the three and six months ended June 30, 2021, $250,000 and $521,907 of these director fees are included in general and administrative expenses – related party on the accompanying unaudited condensed statements of operations, respectively. No amounts were payable as of June 30, 2021 and December 31, 2020. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates. As for the three and six months ended June 30, 2021, no amounts were incurred or paid. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of the Alignment Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon conversion of Working Capital Loans and upon conversion of the Alignment Shares) are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 7,500,000 additional SAIL SM SM SM The underwriters were entitled to an underwriting discount of $0.20 per SAIL SM SM In connection with the consummation of the sale of SAIL SM Deferred Legal Fees The Company entered into an agreement to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the Initial Business Combination. The deferred fees will become payable to the legal counsel in the event that the Company completes a Business Combination. As of June 30, 2021 and December 31, 2020, the Company recorded an aggregate of approximately $2.8 million and $0 , respectively, in connection with such arrangement as deferred legal fees in the accompanying condensed balance sheets. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liabilities. | |
Derivative Warrant Liabilities | Note 6— Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company has 13,125,000 and 11,666,666 Public Warrants and Private Warrants outstanding, respectively. No fractional Public Warrants will be issued upon separation of the SAIL SM subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of the Initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its 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 the an Initial 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 elect, 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. The Public Warrants will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. 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 an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or its affiliates, without taking into account any shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the VWAP of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: upon a minimum of 30 days’ prior written notice of redemption, ● if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30 -trading day period (the “ 30 -day trading period”) ending three business days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. In addition, when the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of shares of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Proposed Offering based on the redemption date and the “fair market value” of the shares of Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the shares of Class A common stock is the average last reported sale price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a business combination within the Business Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 - Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 700,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 52,500,000 shares of Class A common stock outstanding, which includes 45,302,610 and 43,070,607 shares of Class A common stock subject to possible redemption, respectively, which are classified as temporary equity in the accompanying balance sheet. Class B Common Stock On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following consummation of an Initial Business Combination (and, with respect to any measurement period in which there is a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such measurement period), 262,500 Alignment Shares will automatically convert, subject to adjustment as described herein, into shares of the Company’s Class A common stock (“conversion shares”), as follows: ● if the sum (such sum, the “Total Return”) of (i) the volume weighted average price of the shares of Class A common stock of the last fiscal quarter of the applicable measurement period, as further described in the Company’s registration statement for its Initial Public Offering (the “VWAP”), of shares of the Company’s Class A common stock for such final fiscal quarter in such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of the Company’s Class A common stock on the record date for which is on or prior to the last day of the measurement period does not exceed the Price Threshold (as defined below), the number of conversion shares for such measurement period will be 2,625 shares of Class A common stock; ● if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,625 shares of Class A common stock and (ii) 20% of the difference between the Total Return and the Price Threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of shares of Class A common stock immediately after the closing of the Initial Public Offering (including any exercise of the underwriters’ over-allotment option) and (y) if in connection with the Initial Business Combination there are issued any shares of Class A common stock or securities (other than the Public Warrants and the Private Placement Warrants) issued by the Company and/or any entities that (after giving effect to completion of the Initial Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof (“PIPE Securities”), the number of shares of Class A common stock so issued, and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of any such PIPE Securities, divided by (B) the Total Return; and ● if the Total Return exceeds an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,625 shares of Class A common stock and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the Price Threshold and the Price Threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. ● The term “measurement period” means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which the Company consummates its Initial Business Combination and (ii) each of the nine successive four-fiscal-quarter periods. ● The “Price Threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). ● The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of an Initial Business Combination. Each conversion of Alignment Shares will apply to the holders of Alignment Shares on a pro rata basis. If, upon conversion of any Alignment Shares, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to such holder. ● The conversion shares will be deliverable no later than the tenth day following the last day of each applicable measurement period. The conversion shares will be delivered no later than 10:00 a.m., New York City time, on the date of issuance. The Company is required to publicly announce the number of conversion shares to be issued no less than two business days prior to issuance. ● For so long as any Alignment Shares remain outstanding, the Company may not, without the prior or written consent of the holders of a majority of the Alignment Shares then outstanding, take certain actions such as to (i) amend, alter or repeal any provision of the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Company’s shares of Class B common stock, (ii) change the Company’s fiscal year, (iii) increase the number of directors on the Board, (iv) pay any dividends or effect any split on any of the Company’s capital stock or make any distributions of cash, securities or any other property, (v) adopt any stockholder rights plan, (vi) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets measured in accordance with GAAP or the accounting standards then used by the Company in the preparation of its financial statements, (vii) issue any shares of Class A common stock in excess of 5% of the Company’s then outstanding shares of Class B common stock or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the shares of Class A common stock are then listed, (viii) make a rights offering to all or substantially all holders of any class of the Company’s common stock or (iv) issue additional shares of Class B common stock. As a result, the holders of the Alignment Shares may be able to prevent the Company from taking such actions that the Board believes is in the Company’s interest. Preferred Stock |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8—Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities maturing May 20, 2021 $ 525,229,304 $ — $ — Liabilities: Derivative warrant liabilities - public $ 23,625,000 $ — $ — Derivative warrant liabilities - private $ — $ — $ 22,750,000 $ 548,854,304 $ — $ 22,750,000 December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities maturing May 20, 2021 $ 525,065,532 $ — $ — Liabilities: Derivative warrant liabilities - public $ — $ — $ 34,912,500 Derivative warrant liabilities - private $ — $ — $ 38,733,330 $ 525,065,532 $ — $ 73,645,830 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded in January 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrants issued in connection with the Initial Public Offering transferred to a Level 1 measurement and was measured based on the listed market price of such warrants at June 30, 2021. As of December 31, 2020, the fair value of Public Warrants was calculated using a modified Black-Scholes option pricing model. The fair value of Private Warrants as of June 30, 2021 and December 31, 2020 was estimated using the modified Black-Scholes Option Pricing Model. For the period for the three and six months ended June 30, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $25.7 million and $27.3 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair values of the Private Placement Warrants were determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model and the Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock 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 following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of December 31, 2020 As of March 31, 2021 As of June 30, 2021 Volatility 40.0 % 39.6 % 26.1 % Stock price $ 10.36 $ 10.22 $ 10.01 Expected life of the options to convert 5 5 5 Risk-free rate 0.55 % 0.92 % 0.87 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the periods of from December 31, 2020 through June 30, 2021 are summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 73,645,830 Transfer of Public Warrants out of Level 3 (34,912,500) Change in fair value of derivative warrant liabilities - Level 3 measurement (816,670) Derivative warrant liabilities at March 31, 2021 - Level 3 $ 37,916,660 Change in fair value of derivative warrant liabilities - Level 3 measurement (15,166,660) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 22,750,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred from June 30, 2021 up to the date condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 26, 2021. |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 does not have any cash equivalents as of June 30, 2021 or December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until they are exercised. Their re-measurement to fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of Public Warrants was initially calculated using an modified Black-Scholes option pricing model, and subsequent to their being separately listed and traded, the Public Warrants are measured their market price. The fair value of Private Warrants was calculated using a modified Black-Scholes Option Pricing Model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at June 30, 2021 and December 31, 2020, 45,302,610 and 43,070,607 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. As of June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.1 million and $0.7 million, respectively, with a full valuation allowance against them. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income per share for Class A redeemable common stock in a manner similar to the two-class method of net income per common stock. Net income per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A redeemable common stock outstanding for the periods. Net income per common stock, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the periods. Class B non-redeemable common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock: For the Three For the Six Months Months Ended Ended June 30, June 30, 2021 2021 Class A redeemable common stock Numerator: Income allocable to Class A redeemable common stock Gain on investments held in Trust Account $ 11,456 $ 163,772 Less: Company's portion available to be withdrawn to pay taxes (11,456) (73,784) Net income attributable $ — $ 89,988 Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 52,500,000 52,500,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B non-redeemable common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 24,449,947 $ 22,320,028 Net income allocable to Class A redeemable common stock — (89,988) Net income attributable $ 24,449,947 $ 22,230,040 Denominator: weighted average Class B non-redeemable common stock Basic and diluted weighted average shares outstanding, Class B non-redeemable common stock 2,625,000 2,625,000 Basic and diluted net income per share, Class B non-redeemable common stock $ 9.31 $ 8.47 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three For the Six Months Months Ended Ended June 30, June 30, 2021 2021 Class A redeemable common stock Numerator: Income allocable to Class A redeemable common stock Gain on investments held in Trust Account $ 11,456 $ 163,772 Less: Company's portion available to be withdrawn to pay taxes (11,456) (73,784) Net income attributable $ — $ 89,988 Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 52,500,000 52,500,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B non-redeemable common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 24,449,947 $ 22,320,028 Net income allocable to Class A redeemable common stock — (89,988) Net income attributable $ 24,449,947 $ 22,230,040 Denominator: weighted average Class B non-redeemable common stock Basic and diluted weighted average shares outstanding, Class B non-redeemable common stock 2,625,000 2,625,000 Basic and diluted net income per share, Class B non-redeemable common stock $ 9.31 $ 8.47 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities maturing May 20, 2021 $ 525,229,304 $ — $ — Liabilities: Derivative warrant liabilities - public $ 23,625,000 $ — $ — Derivative warrant liabilities - private $ — $ — $ 22,750,000 $ 548,854,304 $ — $ 22,750,000 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities maturing May 20, 2021 $ 525,065,532 $ — $ — Liabilities: Derivative warrant liabilities - public $ — $ — $ 34,912,500 Derivative warrant liabilities - private $ — $ — $ 38,733,330 $ 525,065,532 $ — $ 73,645,830 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2020 As of March 31, 2021 As of June 30, 2021 Volatility 40.0 % 39.6 % 26.1 % Stock price $ 10.36 $ 10.22 $ 10.01 Expected life of the options to convert 5 5 5 Risk-free rate 0.55 % 0.92 % 0.87 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ 73,645,830 Transfer of Public Warrants out of Level 3 (34,912,500) Change in fair value of derivative warrant liabilities - Level 3 measurement (816,670) Derivative warrant liabilities at March 31, 2021 - Level 3 $ 37,916,660 Change in fair value of derivative warrant liabilities - Level 3 measurement (15,166,660) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 22,750,000 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Nov. 17, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of aggregate fair market value of assets | 80.00% | ||
Ownership interest to be acquired on post-transaction company | 50.00% | ||
Per share value of residual assets in trust account | $ 10 | ||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | ||
Maturity term of U.S. government securities | 185 days | ||
Operating bank account | $ 1,857,743 | $ 4,615,094 | |
Working capital | 348,000 | ||
Working Capital Loans | |||
Subsidiary, Sale of Stock [Line Items] | |||
Outstanding balance of related party note | 0 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from related party loan | 300,000 | ||
Contribution from sponsor | $ 25,000 | ||
SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 10 | ||
Gross proceeds | $ 525,000,000 | ||
Offering cost | 29,800,000 | ||
Deferred underwriting commissions | $ 18,400,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 52,500,000 | ||
Share price | $ 10 | ||
Gross proceeds | $ 525,000,000 | ||
Offering cost | 29,800,000 | ||
Deferred underwriting commissions | $ 18,400,000 | ||
Minimum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | ||
Threshold trading days to redeem the shares | 10 days | ||
IPO | SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 52,500,000 | ||
Gross proceeds | $ 525,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 7,500,000 | ||
Deferred underwriting commissions | $ 900,000 | ||
Number of warrants to purchase the shares issued (in shares) | 333,333 | ||
Over-allotment option | SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 2,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of warrants | $ 17,500,000 | ||
Number of warrants to purchase the shares issued (in shares) | 11,666,666 | ||
Price of warrants | $ 1.50 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum shares subject to forfeiture | 250,000 | 250,000 | |
Effect of liability classification | $ (25,666,660) | $ (27,270,830) | |
Deferred tax assets | 1,100,000 | 1,100,000 | $ 700,000 |
Unrecognized tax benefits | 0 | 0 | |
Amounts accrued for the payment of interest and penalties | 0 | 0 | |
Income tax provision | $ (8,065) | $ 23,921 | |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 13,125,000 | 13,125,000 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 11,666,666 | 11,666,666 | |
Class A redeemable common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock subject to possible redemption | 45,302,610 | 45,302,610 | 43,070,607 |
Net loss | $ 89,988 | ||
Class B nonredeemable common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net loss | $ 24,449,947 | $ 22,230,040 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator | |||
Net income | $ 24,449,947 | $ (2,129,919) | $ 22,320,028 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 17, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.25 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Class A redeemable common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 7,500,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 10 | ||
Gross proceeds | $ 525 | ||
Offering cost | 29.8 | ||
Deferred underwriting commissions | $ 18.4 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 52,500,000 | ||
Share price | $ 10 | ||
Gross proceeds | $ 525 | ||
Offering cost | 29.8 | ||
Deferred underwriting commissions | $ 18.4 | ||
IPO | SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 52,500,000 | ||
Gross proceeds | $ 525 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 7,500,000 | ||
Deferred underwriting commissions | $ 0.9 | ||
Over-allotment option | SAIL Securities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 2,500,000 |
Related Party Transactions - Al
Related Party Transactions - Alignment Shares (Details) - USD ($) | Sep. 24, 2020 | Nov. 30, 2020 | Jun. 30, 2021 | Nov. 17, 2020 |
Related Party Transaction [Line Items] | ||||
Maximum shares subject to forfeiture | 250,000 | |||
An affiliate of Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of common stock | $ 22,500 | |||
Share price | $ 0.009 | |||
Number of securities upon exercise of over-allotment option | 2,587,500 | |||
Health Assurance Economy Foundation | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of common stock | $ 2,500 | |||
Share price | $ 0.009 | |||
Number of securities upon exercise of over-allotment option | 287,500 | |||
Class B nonredeemable common stock | An affiliate of Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Class B nonredeemable common stock | Alignment Shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares were no longer subject to forfeiture | 125,000 | |||
Maximum shares subject to forfeiture | 375,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Class B nonredeemable common stock | Alignment Shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Number of shares transferred to independent directors | 6,469 | |||
Number of shares held | 2,561,624 | |||
Voting rights (as a percent) | 20.00% |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 17, 2020 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant (in shares) | 1 | |
Class A redeemable common stock | ||
Related Party Transaction [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase the shares issued (in shares) | 11,666,666 | |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds from Issuance of Warrants | $ 17.5 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement | Class A redeemable common stock | ||
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase the shares issued (in shares) | 333,333 |
Related Party Transactions - Re
Related Party Transactions - Related party loans, Working capital loans, Administrative services and director compensation (Details) - USD ($) | Sep. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Accounts payable | $ 39,063 | $ 39,063 | $ 24,827 | |
General and Administrative Expense | ||||
Related Party Transaction [Line Items] | ||||
Director fees | 250,000 | 521,907 | ||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party loan | 300,000 | |||
Expenses per month | 10,000 | 10,000 | ||
Expenses incurred for office space, secretarial and administrative support | 30,000 | 60,000 | ||
Accounts payable | 60,000 | 60,000 | 30,000 | |
Independent director | ||||
Related Party Transaction [Line Items] | ||||
Quarterly cash compensation payable | 62,500 | 62,500 | ||
Aggregate cash compensation payable per year | 250,000 | 250,000 | ||
Amount available for borrowings | 0 | $ 0 | ||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Proceeds from related party loan | 300,000 | |||
Outstanding balance of related party note | 0 | 0 | ||
Working Capital Loans | ||||
Related Party Transaction [Line Items] | ||||
Maximum loans convertible into warrants | $ 1,500,000 | |||
Price of warrants (in dollars per share) | $ 1.50 | |||
Outstanding balance of related party note | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 17, 2020USD ($)shares | Jun. 30, 2021USD ($)item$ / sharesshares | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Cash underwriting discount per unit | $ / shares | $ 0.20 | ||
Payment of underwriter discount | $ 10,000,000 | ||
Deferred fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ 17,500,000 | ||
Deferred legal fees | $ 2,800,976 | $ 0 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting option period | 45 days | ||
Securities granted | shares | 7,500,000 | ||
Deferred underwriting fee payable | $ 500,000 | ||
Deferred underwriting commissions | $ 900,000 | ||
Class A redeemable common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Securities granted | shares | 7,500,000 | ||
Redeemable warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Securities granted | shares | 1,875,000 | ||
Class B nonredeemable common stock | Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of securities upon exercise of over-allotment option | shares | 2,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds Eighteen Point Zero [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Public Warrants | ||
Number of warrants issued | 13,125,000 | 13,125,000 |
Share Price | $ 11.50 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | |
Threshold maximum period for filing registration statement after business combination | 20 days | |
Public Warrants expiration term | 5 years | |
Issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Trading days determining volume weighted average price | 20 days | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | |
Threshold trading days for calculating Market Value | 30 days | |
Warrants be exercisable in connection with redemption feature | $ 0.361 | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds Eighteen Point Zero [Member] | ||
Adjustment of exercise price of warrants based on market value (as a percent) | 180.00% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds forty five Point Zero Zero [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 45 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Private Placement Warrants | ||
Number of warrants issued | 11,666,666 | 11,666,666 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Nov. 17, 2020shares | Nov. 30, 2020 | Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Percent of price threshold, maximum | 130.00% | |||
Percent of difference between Total Return and Price Threshold Multiplied | 20.00% | |||
Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return (in percent) | 30.00% | |||
Price Threshold (per share) | $ / shares | $ 10 | |||
Percent of total assets measured in accordance with GAAP | 10.00% | |||
Percent of Company's Class A common stock to be issued | 5.00% | |||
Alignment Shares | ||||
Class of Stock [Line Items] | ||||
Number of shares automatically convert | 262,500 | |||
Class A redeemable common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 700,000,000 | 700,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 7,197,390 | 9,429,393 | ||
Common stock, shares outstanding | 7,197,390 | 9,429,393 | ||
Shares subject to possible redemption, redemption per share | 45,302,610 | 43,070,607 | ||
Common Stock, Shares Outstanding | 52,500,000 | 52,500,000 | ||
Number of conversion shares for measurement period | 2,625 | |||
Class B nonredeemable common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | Vote | 1 | |||
Common stock, shares issued | 2,625,000 | 2,625,000 | ||
Common stock, shares outstanding | 2,625,000 | 2,625,000 | ||
Class B nonredeemable common stock | Alignment Shares | ||||
Class of Stock [Line Items] | ||||
Percentage of issued and outstanding shares after the Initial Public Offering | 20.00% | |||
Class B nonredeemable common stock | Over-allotment option | ||||
Class of Stock [Line Items] | ||||
Number of securities upon exercise of over-allotment option | 2,500,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Liabilities: | |||
Derivative warrant liabilities | $ 46,375,000 | $ 46,375,000 | $ 73,645,830 |
Change in fair value of derivative warrant liabilities | (25,666,660) | (27,270,830) | |
Recurring | |||
Liabilities: | |||
Change in fair value of derivative warrant liabilities | (25,700,000) | 27,300,000 | |
Recurring | Level 1 | |||
Liabilities: | |||
Derivative warrant liabilities | 548,854,304 | 548,854,304 | 525,065,532 |
Recurring | Level 3 | |||
Liabilities: | |||
Derivative warrant liabilities | 22,750,000 | 22,750,000 | 73,645,830 |
Recurring | Public Warrants | Level 1 | |||
Liabilities: | |||
Derivative warrant liabilities | 23,625,000 | 23,625,000 | |
Recurring | Public Warrants | Level 3 | |||
Liabilities: | |||
Derivative warrant liabilities | 34,912,500 | ||
Recurring | Private Placement Warrants | Level 3 | |||
Liabilities: | |||
Derivative warrant liabilities | 22,750,000 | 22,750,000 | 38,733,330 |
Recurring | U.S. Treasury Securities maturing May 20, 2021 | Level 1 | |||
Assets: | |||
Assets held in Trust Account | $ 525,229,304 | $ 525,229,304 | $ 525,065,532 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements inputs (Details) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 26.1 | 39.6 | 40 |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 10.01 | 10.22 | 10.36 |
Expected life of the options to convert | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 5 | 5 | 5 |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.87 | 0.92 | 0.55 |
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements | ||
Derivative warrant liabilities beginning of the period | $ 37,916,660 | $ 73,645,830 |
Transfer of Public Warrants out of Level 3 | (34,912,500) | |
Change in fair value of derivative Private warrant liabilities - Level 3 measurement | (15,166,660) | (816,670) |
Derivative warrant liabilities end of the period | $ 22,750,000 | $ 37,916,660 |
Uncategorized Items - haacu-202
Label | Element | Value |
Common Class A [Member] | ||
Income From Investment Held In TrustAccount | haacu_IncomeFromInvestmentHeldInTrustaccount | $ 163,772 |
Income From Investment Held In TrustAccount | haacu_IncomeFromInvestmentHeldInTrustaccount | $ 11,456 |
Basic and diluted net income per share, Class A redeemable common stock | haacu_BasicAndDilutedNetIncomePerShareClassCommonStockSubjectToPossibleRedemption | $ 0 |
Basic and diluted net income per share, Class A redeemable common stock | haacu_BasicAndDilutedNetIncomePerShareClassCommonStockSubjectToPossibleRedemption | $ 0 |
Income From Investments Held In Trust Account Portion Available To Pay Taxes | haacu_IncomeFromInvestmentsHeldInTrustAccountPortionAvailableToPayTaxes | $ (11,456) |
Income From Investments Held In Trust Account Portion Available To Pay Taxes | haacu_IncomeFromInvestmentsHeldInTrustAccountPortionAvailableToPayTaxes | (73,784) |
Common Class B [Member] | ||
Temporary Equity, Net Income | us-gaap_TemporaryEquityNetIncome | $ (89,988) |
Basic and diluted net income per share, Class A redeemable common stock | haacu_BasicAndDilutedNetIncomePerShareClassCommonStockSubjectToPossibleRedemption | $ 8.47 |
Basic and diluted net income per share, Class A redeemable common stock | haacu_BasicAndDilutedNetIncomePerShareClassCommonStockSubjectToPossibleRedemption | $ 9.31 |