Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 08, 2021 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | Healthcare Services Acquisition Corp | |
Entity Central Index Key | 0001824846 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | MD | |
Entity Current Reporting Status | Yes | |
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 | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,120,000 | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,280,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 672,121 | $ 922,756 |
Prepaid expenses | 488,204 | 477,245 |
Total current assets | 1,160,325 | 1,400,001 |
Investments held in Trust Account | 331,317,990 | 331,191,879 |
Total Assets | 332,478,315 | 332,591,880 |
Current liabilities: | ||
Accounts payable | 14,308 | 8,823 |
Accrued expenses | 139,674 | 78,417 |
Due to Related Party | 0 | 20,200 |
Franchise tax payable | 117,908 | 69,091 |
Income tax payable | 21,269 | 0 |
Total current liabilities | 293,159 | 176,531 |
Deferred underwriting commissions | 11,592,000 | 11,592,000 |
Derivative warrant liabilities | 16,038,400 | 27,623,040 |
Total Liabilities | 27,923,559 | 39,391,571 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 29,955,475 and 28,820,030 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 299,554,750 | 288,200,300 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 7,268,342 |
Retained earnings (accumulated deficit) | 4,998,862 | (2,269,591) |
Total stockholders' equity | 5,000,006 | 5,000,009 |
Total Liabilities and Stockholders' Equity | 332,478,315 | 332,591,880 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | 316 | 430 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 828 | $ 828 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Liabilities and Stockholders' Equity: | ||
Class A common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock, shares subject to possible redemption (in shares) | 29,955,475 | 28,820,030 |
Class A common stock, redemption price (in dollars per share) | $ 10 | $ 10 |
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 3,164,525 | 4,299,970 |
Common stock, shares outstanding (in shares) | 3,164,525 | 4,299,970 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 8,280,000 | 8,280,000 |
Common stock, shares outstanding (in shares) | 8,280,000 | 8,280,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 226,218 |
General and administrative expenses - related party | 60,000 |
Franchise tax expenses | 48,817 |
Total operating expenses | (335,035) |
Other income | |
Investment income on Trust Account | 126,111 |
Change in fair value of derivative warrant liabilities | 11,584,640 |
Income before income tax expense | 11,375,716 |
Income tax expense | 21,269 |
Net income | $ 11,354,447 |
Class A Common Stock [Member] | |
Other income | |
Basic weighted average shares outstanding (in shares) | shares | 33,120,000 |
Diluted weighted average shares outstanding (in shares) | shares | 33,120,000 |
Basic net income per share (in dollars per share) | $ / shares | $ 0 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0 |
Class B Common Stock [Member] | |
Other income | |
Basic weighted average shares outstanding (in shares) | shares | 8,280,000 |
Diluted weighted average shares outstanding (in shares) | shares | 8,280,000 |
Basic net income per share (in dollars per share) | $ / shares | $ 1.36 |
Diluted net income per share (in dollars per share) | $ / shares | $ 1.36 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock [Member]Class A [Member] | Common Stock [Member]Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 430 | $ 828 | $ 7,268,342 | $ (2,269,591) | $ 5,000,009 |
Beginning balance (in shares) at Dec. 31, 2020 | 4,299,970 | 8,280,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | $ (114) | $ 0 | (7,268,342) | (4,085,994) | (11,354,450) |
Common stock subject to possible redemption (in shares) | (1,135,445) | 0 | |||
Net income | $ 0 | $ 0 | 0 | 11,354,447 | 11,354,447 |
Ending balance at Mar. 31, 2021 | $ 316 | $ 828 | $ 0 | $ 4,998,862 | $ 5,000,006 |
Ending balance (in shares) at Mar. 31, 2021 | 3,164,525 | 8,280,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 11,354,447 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income from investments held in Trust Account | (126,111) |
Change in fair value of derivative warrant liabilities | (11,584,640) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (10,959) |
Accounts payable | 5,485 |
Accrued expenses | 61,257 |
Due to related party | (20,200) |
Franchise tax payable | 48,817 |
Income tax payable | 21,269 |
Net cash used in operating activities | (250,635) |
Net change in cash | (250,635) |
Cash - beginning of the period | 922,756 |
Cash - end of the period | 672,121 |
Supplemental disclosure of noncash activities: | |
Change in value of Class A common stock subject to possible redemption | $ 11,354,450 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Healthcare Services Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on August 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of , the Company had not commenced any operations. All activity for the period from August 26, 2020 (inception) through relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its 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 will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its . The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,320,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $331.2 million, and incurring offering costs of approximately $18.9 million, inclusive of approximately $11.6 million in deferred underwriting commissions ( ). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,624,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), generating proceeds of approximately $8.6 million (Notes 4 ). Upon the closing of the Initial Public Offering and the Private Placement, $331.2 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation will provide that the Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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 June 24, 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 independent registered public accounting firm 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. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $672,000 in its operating bank account, and working capital of approximately $985,000 (not including franchise tax obligations of approximately $118,000 that may be paid using investment income earned in the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash payment of $25,000 from the Sponsor to purchase the Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $174,000 under the Note (Note 4). The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 had no cash equivalents held outside the Trust Account as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investment income on 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 Coverage limit of $250,000, and any cash held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Prior to the Public Warrants being separately traded in an active market, the fair value of Public Warrants was calculated using a Monte Carlo model that assumes optimal exercise of the Company's redemption option, including the make whole table, at the earliest possible date. Beginning in January 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB 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 16,560,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 8,624,000 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 adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was calculated using a Monte Carlo model that assumes optimal exercise of the Company's redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 29,955,475 and 28,820,030 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the condensed balance sheets, respectively. Income Taxes The Company uses the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities at currently enacted tax rates. These temporary differences primarily relate to net operating loss carryforwards available to offset future taxable income. Valuation allowances are established, if necessary, to reduce a deferred tax asset to the amount that will more likely than not be realized. The Company recognizes tax liabilities from an uncertain tax position only if it is more likely than not that the tax position will not be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. There are no uncertain tax positions that have been recognized in the accompanying unaudited condensed financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the state of Maryland. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits, if any, as part of income tax expense. No such interest and penalties have been accrued as of March 31, 2021 and December 31, 2020. Net Income Per Share of Common Stock Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was the income of approximately $56,000 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net income per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net income of approximately $11.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options ( ) and Derivatives and Hedging—Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On December 28, 2020, the Company consummated its Initial Public Offering of 33,120,000 Units, including 4,320,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $331.2 million, and incurring offering costs of approximately $18.9 million, inclusive of approximately $11.6 million in deferred underwriting commissions. Of the Units sold in the Initial Public Offering, an aggregate of 2,448,000 Units were purchased by the Anchor Investor. Each Unit consists of one share of Class A common stock, and one- half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 2, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In October 2020, the Sponsor transferred an aggregate of 90,000 Founder Shares to the independent directors. Shares and the associated amounts have been retroactively restated to reflect: (i) in December 2020, the Sponsor forfeited 1,725,000 shares of Class B common stock and (ii) a stock dividend of 1,380,000 shares declared in December 2020 with respect to Class B common stock, resulting in an aggregate of 8,280,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit 1,080,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 28, 2020; thus, these 1,080,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,624,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor and the Anchor Investor, generating proceeds of approximately $8.6 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. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the Anchor Investor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. The Sponsor, the Anchor Investor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $174,000 under the Note and repaid the Note in full upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Due to Related Party The Company’s officers or directors pay for certain expenses on behalf of the Company. Such expenses are recorded as due to related party and reimbursed to the Company’s officers or directors. As of March 31, 2021 and December 31, 2020, the Company had a payment of approximately $0 and $20,000, respectively, due to related party on the condensed balance sheets. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and administrative support. Administrative expenses were included within general and administrative expenses - related party in the statement of operations. For the three months ended March 31, 2021, the Company incurred approximately $60,000 in general and administrative expenses to related party expenses on the condensed statement of operations. The Company’s officers or directors 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, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 4,320,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on December 28, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $11.6 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2020, the Company has and 8,624,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The 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 a Business Combination, subject to certain limited exceptions. Additionally, except as provided below under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00,” the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement 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; and • if, and only if, the last reported sale price of Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). 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 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 | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. and December 31, 2020 Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of and December 31, 2020, there were 8,280,000 Class B ordinary shares issued and outstanding, which reflects the share capitalizations as discussed in Note 4. Of the 8,280,000 shares of Class B common stock outstanding, up to 1,080,000 shares of Class B common stock were subject to forfeiture to the extent that the underwriter' over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company's issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 28, 2020; thus these 1,080,000 Founder Shares are no longer subject to forfeiture. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than as described below, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020, respectively, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,317,990 $ - $ - $ 331,317,990 Liabilities: Derivative warrant liabilities - Public Warrants $ 10,432,800 $ - $ - $ 10,432,800 Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 5,605,600 $ 5,605,600 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,191,879 $ - $ - $ 331,191,879 Liabilities: Derivative warrant liabilities - Public Warrants $ - $ - $ 18,050,400 $ 18,050,400 Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 9,572,640 $ 9,572,640 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. Level 1 instruments include investments invested in government securities and Public Warrants. The Company uses quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price was available, the Company utilized a Monte Carlo simulation to estimate the fair value of the public warrants at each reporting period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of March 31, 2021 As of December 31, 2020 Option term (in years) 0.7 1.0 Volatility 15.00 % 20.90 % Risk-free interest rate 0.92 % 0.36 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 80.0 % 80.0 % The change in the fair value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 27,623,040 Transfers out of Level 3 (18,050,400 ) Change in fair value of derivative warrant liabilities (3,967,040 ) Derivative warrant liabilities at March 31, 2021 $ 5,605,600 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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 June 24, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 had no cash equivalents held outside the Trust Account as of March 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investment income on 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 Coverage limit of $250,000, and any cash held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, due to related party, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Prior to the Public Warrants being separately traded in an active market, the fair value of Public Warrants was calculated using a Monte Carlo model that assumes optimal exercise of the Company's redemption option, including the make whole table, at the earliest possible date. Beginning in January 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. |
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 incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Derivative Warrant Liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB 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 16,560,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 8,624,000 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 adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants, was calculated using a Monte Carlo model that assumes optimal exercise of the Company's redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. Beginning in January 2021, the fair value of the Public Warrants are determined based on the listed price in an active market for such warrants. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 29,955,475 and 28,820,030 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the condensed balance sheets, respectively. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities at currently enacted tax rates. These temporary differences primarily relate to net operating loss carryforwards available to offset future taxable income. Valuation allowances are established, if necessary, to reduce a deferred tax asset to the amount that will more likely than not be realized. The Company recognizes tax liabilities from an uncertain tax position only if it is more likely than not that the tax position will not be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. There are no uncertain tax positions that have been recognized in the accompanying unaudited condensed financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the state of Maryland. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits, if any, as part of income tax expense. No such interest and penalties have been accrued as of March 31, 2021 and December 31, 2020. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 25,184,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares of Class A common stock are calculated by dividing the income on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was the income of approximately $56,000 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net income per share of common stock, basic and diluted for shares of Class B common stock is calculated by dividing the net income of approximately $11.4 million, less income attributable to Class A common stock by the weighted average number of Class B common stock outstanding for the period. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options ( ) and Derivatives and Hedging—Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020, respectively, by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,317,990 $ - $ - $ 331,317,990 Liabilities: Derivative warrant liabilities - Public Warrants $ 10,432,800 $ - $ - $ 10,432,800 Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 5,605,600 $ 5,605,600 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - US Treasury Securities $ 331,191,879 $ - $ - $ 331,191,879 Liabilities: Derivative warrant liabilities - Public Warrants $ - $ - $ 18,050,400 $ 18,050,400 Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 9,572,640 $ 9,572,640 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of March 31, 2021 As of December 31, 2020 Option term (in years) 0.7 1.0 Volatility 15.00 % 20.90 % Risk-free interest rate 0.92 % 0.36 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 80.0 % 80.0 % |
Change in Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 27,623,040 Transfers out of Level 3 (18,050,400 ) Change in fair value of derivative warrant liabilities (3,967,040 ) Derivative warrant liabilities at March 31, 2021 $ 5,605,600 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation (Details) | Dec. 28, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)Business$ / shares | Dec. 31, 2020USD ($) |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Gross proceeds from initial public offering | $ 331,200,000 | ||
Offering costs | 18,900,000 | ||
Deferred underwriting commissions | 11,600,000 | $ 11,592,000 | $ 11,592,000 |
Gross proceeds from issuance of warrants | $ 8,600,000 | ||
Cash deposited in Trust Account | $ 331,200,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period To Complete Business Combination From Closing Of Initial Public Offering | 24 months | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Maximum [Member] | |||
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Minimum [Member] | |||
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Private Placement Warrants [Member] | |||
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Share Price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 8,624,000 | ||
Initial Public Offering [Member] | |||
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Units issued (in shares) | shares | 33,120,000 | ||
Share Price (in dollars per share) | $ / shares | $ 10 | ||
Over-Allotment Option [Member] | |||
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |||
Units issued (in shares) | shares | 4,320,000 | ||
Share Price (in dollars per share) | $ / shares | $ 10 |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation, Liquidity and Capital Resources (Details) - USD ($) | Dec. 28, 2020 | Sep. 02, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | ||||
Cash | $ 672,121 | $ 922,756 | ||
Working capital | 985,000 | |||
Franchise tax obligations | $ 117,908 | $ 69,091 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Proceeds from the loan sponsor | $ 174,000 | |||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Liquidity and Capital Resources [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Derivative Warrant Liabilities (Details) | Dec. 28, 2020shares |
Public Warrants [Member] | |
Derivative Warrant Liabilities [Abstract] | |
Warrants issued (in shares) | 16,560,000 |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities [Abstract] | |
Warrants issued (in shares) | 8,624,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Shares subject to possible redemption (in shares) | 29,955,475 | 28,820,030 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Income Per Share of Common Stock (Details) - USD ($) | Dec. 28, 2020 | Mar. 31, 2021 |
Net Income Per Share of Common Stock [Abstract] | ||
Net income | $ 11,354,447 | |
Class A Common Stock [Member] | ||
Net Income Per Share of Common Stock [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,184,000 | |
Income from investments held in Trust Account | $ 56,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Dec. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 331,200,000 | ||
Offering Costs | 18,900,000 | ||
Deferred underwriting commissions | $ 11,600,000 | $ 11,592,000 | $ 11,592,000 |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of shares included in Unit (in shares) | 0.5 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Class A Common Stock [Member] | |||
Initial Public Offering [Abstract] | |||
Number of shares included in Unit (in shares) | 1 | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 33,120,000 | ||
Share Price (in dollars per share) | $ 10 | ||
Initial Public Offering [Member] | Investor [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,448,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 4,320,000 | ||
Share Price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Sep. 02, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 28, 2020 |
Class A Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 4,299,970 | 3,164,525 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial Business Combination | 150 days | ||||
Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 8,280,000 | 8,280,000 | |||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||
Sponsor [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Issuance of shares to sponsor (in shares) | 8,625,000 | ||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Number of shares forfeited (in shares) | 1,725,000 | ||||
Stock dividend (in shares) | 1,380,000 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||
Common stock no longer subject to forfeiture (in shares) | 1,080,000 | ||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 1,080,000 | 1,080,000 | |||
Independent Directors [Member] | Class B Common Stock [Member] | |||||
Founder Shares [Abstract] | |||||
Shares issued (in shares) | 90,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 28, 2020 | Mar. 31, 2021 |
Private Placement [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Class A Common Stock [Member] | ||
Private Placement [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 8,624,000 | |
Share Price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 8.6 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Holding period for transfer, assignment or sale of warrants | 30 days |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans and Due to Related Party (Details) - USD ($) | Dec. 28, 2020 | Sep. 02, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Loans [Abstract] | ||||
Due to related party | $ 0 | $ 20,200 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Related party transaction | $ 300,000 | |||
Proceeds from related party debt | $ 174,000 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Loans [Abstract] | ||||
Loans that can be converted into Warrants at lenders' discretion | $ 2,000,000 | |||
Conversion price (in dollars per share) | $ 1 | |||
Borrowings outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Administrative Services Agreement [Abstract] | |
General and administrative expenses - related party | $ 60,000 |
Administrative Support Agreement [Member] | |
Administrative Services Agreement [Abstract] | |
Monthly related party fee | 20,000 |
General and administrative expenses - related party | $ 60,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 28, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)Demand | Dec. 31, 2020USD ($) |
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||
Underwriting discount | $ | $ 6,600,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ | $ 11,600,000 | $ 11,592,000 | $ 11,592,000 |
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | shares | 4,320,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 28, 2020 | |
Warrants [Abstract] | |||
Period to exercise warrants after Business Combination | 30 days | ||
Period to exercise warrants after closing of Initial Public Offering | 12 months | ||
Period to file registration statement after initial Business Combination | 15 days | ||
Period for registration statement to become effective | 60 days | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Expiration period of warrants | 5 years | ||
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | ||
Class A Common Stock [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Class A Common Stock [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 12 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Warrants [Abstract] | |||
Percentage multiplier | 180.00% | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 10 days | ||
Threshold consecutive trading days | 20 days | ||
Redemption period | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 18 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.10 | ||
Notice period to redeem warrants | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Warrants [Abstract] | |||
Percentage multiplier | 115.00% | ||
Warrant redemption price (in dollars per share) | $ 18 | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | |||
Warrants [Abstract] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 9.20 | ||
Public Warrant [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding (in shares) | 16,560,000 | 16,560,000 | |
Private Placement Warrant [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding (in shares) | 8,624,000 | 8,624,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | |||
Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 28, 2020shares | Sep. 02, 2020$ / shares | |
Stockholders' Equity [Abstract] | ||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Number of votes per share | Vote | 1 | |||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 3,164,525 | 4,299,970 | ||
Common stock, shares outstanding (in shares) | 3,164,525 | 4,299,970 | ||
Common stock, possible redemption (in shares) | 29,955,475 | 28,820,030 | ||
Class B Common Stock [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 8,280,000 | 8,280,000 | ||
Common stock, shares outstanding (in shares) | 8,280,000 | 8,280,000 | ||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |||
Number of votes per share | Vote | 1 | |||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |||
Common stock no longer subject to forfeiture (in shares) | 1,080,000 | |||
Class B Common Stock [Member] | Sponsor [Member] | Maximum [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Number of shares subject to forfeiture (in shares) | 1,080,000 | 1,080,000 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | ||
Transfers from Level 1 to Level 2 | $ 0 | |
Transfers from Level 2 to Level 1 | 0 | |
Transfers into Level 3 | 0 | |
Transfers out of Level 3 | 0 | |
Recurring [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - US Treasury Securities | 331,317,990 | $ 331,191,879 |
Recurring [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 10,432,800 | 18,050,400 |
Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 5,605,600 | 9,572,640 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - US Treasury Securities | 331,317,990 | 331,191,879 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 10,432,800 | 0 |
Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - US Treasury Securities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account - US Treasury Securities | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | 18,050,400 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 5,605,600 | $ 9,572,640 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements [Abstract] | ||
Option term | 5 years | |
Warrant [Member] | ||
Fair Value Measurements [Abstract] | ||
Option term | 8 months 12 days | 1 year |
Warrant [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.1500 | 0.2090 |
Warrant [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0092 | 0.0036 |
Warrant [Member] | Expected Dividends [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Warrant [Member] | Probability of Successful Initial Business Combination [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.800 | 0.800 |
Fair Value Measurements, Change
Fair Value Measurements, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Derivative Warrant Liabilities [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |
Derivative warrant liabilities, beginning of period | $ 27,623,040 |
Transfers out of Level 3 | (18,050,400) |
Change in fair value of derivative warrant liabilities | (3,967,040) |
Derivative warrant liabilities, end of period | $ 5,605,600 |