Document and Entity Information
Document and Entity Information - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Mar. 16, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SUPERNOVA PARTNERS ACQUISITION COMPANY, INC. | ||
Entity Central Index Key | 0001825024 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-39641 | ||
Entity Tax Identification Number | 85-2800538 | ||
Entity Address, Address Line One | 4301 50th Street NW | ||
Entity Address, Address Line Two | Suite 300, PMB 1044 | ||
Entity Address, City or Town | Washington | ||
Entity Address, State or Province | DC | ||
Entity Address Postal Zip Code | 20016 | ||
City Area Code | 202 | ||
Local Phone Number | 918-7050 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 0 | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one warrant to purchase one Class A common stock | ||
Trading Symbol | SPNV.U | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | SPNV | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 40,250,000 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Class A common stock | ||
Trading Symbol | SPNV WS | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,062,500 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,079,633 |
Prepaid expenses | 405,522 |
Total current assets | 1,485,155 |
Investments held in Trust Account | 402,578,522 |
Total Assets | 404,063,677 |
Current liabilities: | |
Accounts payable | 38,915 |
Accrued expenses | 215,097 |
Income tax payable | 4,749 |
Franchise tax payable | 61,264 |
Total current liabilities | 320,025 |
Deferred legal fees | 100,000 |
Deferred underwriting commissions | 14,087,500 |
Total Liabilities | 14,507,525 |
Commitments and Contingencies | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,215,685 |
Accumulated deficit | (216,868) |
Total stockholders' equity | 5,000,002 |
Total Liabilities and Stockholders' Equity | 404,063,677 |
Class A Common Stock | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 38,455,615 shares subject to possible redemption at $10.00 per share | 384,556,150 |
Stockholders' Equity: | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,794,385 shares issued and outstanding (excluding 38,455,615 shares subject to possible redemption) | 179 |
Total stockholders' equity | 179 |
Class B Common Stock | |
Stockholders' Equity: | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,794,385 shares issued and outstanding (excluding 38,455,615 shares subject to possible redemption) | 1,006 |
Total stockholders' equity | $ 1,006 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | 3 Months Ended | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Class A Common Stock | ||
Temporary equity, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Temporary equity, shares subject to possible redemption price per share | $ / shares | 10 | $ 10 |
Temporary equity, shares subject to possible redemption | 38,455,615 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 1,794,385 | 1,794,385 |
Common stock, outstanding | 1,794,385 | 1,794,385 |
Common stock shares subject to possible redemption | 38,455,615 | 38,455,615 |
Class B Common Stock | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 10,062,500 | 10,062,500 |
Common stock, outstanding | 10,062,500 | 10,062,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 229,377 |
Franchise tax expenses | 61,264 |
Total operating expenses | (290,641) |
Net gain on investments held in Trust Account | 78,522 |
Loss before income tax expense | (212,119) |
Income tax expense | 4,749 |
Net loss | $ (216,868) |
Class A Common Stock | |
Basic and Diluted weighted average shares outstanding | shares | 38,473,726 |
Basic and diluted net income (loss) per share | $ / shares | $ 0 |
Non-redeemable Class A and Class B Common Stock | |
Basic and Diluted weighted average shares outstanding | shares | 10,646,616 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.02) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Aug. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance at Aug. 31, 2020 | 0 | 0 | |||
Issuance of Class B common stock to Sponsor | (25,000) | $ 1,006 | 23,994 | ||
Issuance of common stock to sponsor, shares | 10,062,500 | ||||
Net loss | 0 | 0 | 0 | ||
Ending balance at Sep. 30, 2020 | 25,000 | $ 1,006 | 23,994 | ||
Ending balance at Sep. 30, 2020 | 0 | 10,062,500 | |||
Sale of units in initial public offering, gross | 402,500,000 | $ 4,025 | 402,495,975 | ||
Sale of units in initial public offering, gross, shares | 40,250,000 | ||||
Offering costs | (22,801,980) | (22,801,980) | |||
Sale of private placement warrants to Sponsor inprivate placement | 10,050,000 | 10,050,000 | |||
Common stock subject to possible redemption | (384,556,150) | $ (3,846) | (384,552,304) | ||
Common stock subject to possible redemption, shares | (38,455,615) | ||||
Net loss | (216,868) | (216,868) | |||
Ending balance at Dec. 31, 2020 | $ 5,000,002 | $ 179 | $ 1,006 | $ 5,215,685 | $ (216,868) |
Ending balance at Dec. 31, 2020 | 1,794,385 | 10,062,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (216,868) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor under note payable | 4,817 |
Net gain on investments held in Trust Account | (78,522) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (405,522) |
Accounts payable | 31,490 |
Accrued expenses | 106,922 |
Income tax payable | 4,749 |
Franchise tax payable | 61,264 |
Net cash used in operating activities | (491,670) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (402,500,000) |
Net cash used in investing activities | (402,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 177,840 |
Repayment of note payable to related party | (182,657) |
Proceeds received from initial public offering, gross | 402,500,000 |
Proceeds received from private placement | 10,050,000 |
Offering costs paid | (8,473,880) |
Net cash provided by financing activities | 404,071,303 |
Net increase in cash | 1,079,633 |
Cash - end of the period | 1,079,633 |
Supplemental disclosure of noncash activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 |
Offering costs included in accrued expenses | 108,175 |
Offering costs included in accounts payable | 7,425 |
Deferred underwriting commissions in connection with the initial public offering | 14,087,500 |
Deferred legal fees in connection with the initial public offering | 100,000 |
Initial value of common stock subject to possible redemption | 384,739,880 |
Change in value of common stock subject to possible redemption | $ (183,730) |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Organization and General Supernova Partners Acquisition Company, Inc. (the “Company”) is a blank check company incorporated in Delaware on August 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 31, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Sponsor and Financing The Company’s sponsor is Supernova Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, inclusive of approximately $14.1 million in deferred underwriting commissions (Note 5) Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,700,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.1 million (Note 4) Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $402.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below Initial Business Combination 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 underwriters 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”) The Company will provide the holders (the “Public Stockholders”) of the Company’s Public Shares per share, sold in the Initial Public Offering (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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. 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 were 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.” The Company will proceed with a Business Combination only 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 applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the 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) have 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 or don’t vote at all. In addition, the initial stockholders have 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 Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company The Sponsor and the Company’s officers and directors (the “initial stockholders”) will agree not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other 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 October 23, 2022 (as such period may be extended by the Company’s stockholders in accordance with the Certificate of Incorporation, the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of 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 (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) 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 have 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 in 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 or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (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) not 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Affiliates of the Company’s Co-Chairs (the “forward purchasers”) have entered into forward purchase agreements with the Company which provides for the purchase by the forward purchasers of shares of Class A common stock in an aggregate share amount equal to 5,000,000 shares of Class A common stock, plus an aggregate of 1,666,667 warrants exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The warrants to be issued as part of the forward purchase agreements will be identical to the warrants sold as part of the units in the initial public offering. The obligations under the forward purchase agreements do not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders. Proposed Business Combination As more fully described in Note 8, on March 17, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Supernova, Orchids Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Supernova (“First Merger Sub”), Orchids Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (“Second Merger Sub”), and OfferPad, Inc., a Delaware corporation (“Offerpad”). In connection with the Closing, Supernova will change its name to “Offerpad Solutions, Inc.” Also, in connection with the execution of the Merger Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 20,000,000 shares of our Class A common stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $200,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the transactions and will be consummated concurrently with the closing. The shares of Class A common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. In addition, in connection with the execution of the Merger Agreement The proposed Business Combination is expected to be consummated after receipt of the required approvals by the stockholders of the Company and Offerpad and the satisfaction or waiver of certain other customary conditions. For full details and the filed agreements, refer to our Current Report on 8-K announcing the Merger Agreement filed on March 18, 2021. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.1 million in its operating bank accounts and working capital of approximately $1.2 million (not taking into account approximately $66,000 of taxes that may be paid using investment income from the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $183,000 under the Note (Note 4). The Company repaid the Note in full on October 23, 2020. 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 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 the funds held outside of the Trust Account 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in 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. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the 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, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. 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 December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. These costs were charged to additional paid-in capital upon the completion of the Initial Public Offering. 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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2020, 38,455,615 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,116,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Period From August 31, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 75,020 Less: Company's portion available to be withdrawn to pay taxes $ (63,069 ) Net income attributable to Class A common stock subject to possible redemption $ 11,951 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 38,473,726 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (216,868 ) Net income allocable to Class A Common stock subject to possible redemption 11,951 Non-Redeemable Net Loss $ (204,917 ) Denominator: Weighted average Non-redeemable Class A and Class B common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B common stock 10,646,616 Basic and diluted net loss per share, Non-redeemable Class A and Class B common stock $ (0.02 ) 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 financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the District of Columbia. 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 December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On October 23, 2020, the Company consummated its Initial Public Offering of 40,250,000 Units, including 5,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, inclusive of approximately $14.1 million in deferred underwriting commissions Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 9, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). On September 14, 2020, the Company effectuated an 0.75-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. On October 20, 2020, the Company effectuated a 6-for-7 stock split of the founder shares, resulting in an aggregate outstanding amount of 10,062,500 Founder Shares (see Note 7). All shares and associated amounts have been adjusted to reflect the stock splits. The initial stockholders agreed to forfeit, after giving effect to the stock split that occurred on October 20, 2020, up to 1,312,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, 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 October 23, 2020; thus, these 1,312,500 Founder Shares were 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: (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the common stock shares 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, the Founder Shares will be released from the lock-up Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,700,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.1 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 was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except in certain limited circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor 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 9, 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 is non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $183,000 under the Note and fully repaid the Note on October 23, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [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), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity 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. As of December 31, 2020, there were 40,250,000 shares of Class A common stock issued or outstanding including 38,455,615 shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On September 9, 2020, the Company issued 11,500,000 shares of Class B common stock. On September 14, 2020, the Company effectuated an 0.75-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. On October 20, 2020, the Company effectuated a 6-for-7 stock split of the founder shares, resulting in an aggregate outstanding amount of 10,062,500 Founder Shares. All shares and associated amounts have been adjusted to reflect the stock splits. Of these, up to 1,312,500 shares of Class B common stock are subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the number of shares of Class B common stock would collectively equal 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 October 23, 2020; thus, these 1,312,500 shares of Class B common stock were no longer subject to forfeiture . Only holders of Class B common stock will have the right to elect directors or remove directors prior to the completion of the initial Business Combination. These provisions in the amended and restated certificate of incorporation may only be amended by a resolution passed by the holders of a majority of the Class B common stock. Holders of the Class A common stock and holders of the Class B common stock of record are entitled to one vote for each share held on all other matters to be voted on by stockholders, including any vote in connection with the initial Business Combination, and vote together as a single class, except as required by law or the applicable rules of the NYSE. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities, 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 amount issued 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 aggregate number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding the forward purchase securities and any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, an affiliate of our sponsor or any of the Company’s officers or director. 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. Warrants — Public Warrants may only be exercised in whole and only 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 and (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 issuance of 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 has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants have an exercise price of $11.50 per share, subject to adjustments. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities (excluding the potential forward purchase securities as described in the prospectus) 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 of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 Class A common stock during the 10-trading day period starting on the trading day after the day on which the Company consummated the initial business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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 price 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, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees, except in certain limited circumstances. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 for cash (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 equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-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 Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Redemption of warrants for 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 closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury securities $ 402,578,337 $ — $ — Cash 185 — — $ 402,578,522 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from August 31, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income Taxes The components of the provision for income taxes are as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Current expense (benefit): Federal $ 3,325 State 1,424 Total current expense (benefit): $ 4,749 Deferred expense (benefit): Federal $ — State — Total deferred expense (benefit): $ — Total income tax expense (benefit): $ 4,749 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Income at US Statutory Rate 21.00 % State Taxes, net of Federal benefit 6.52 % Change in Valuation Allowance (29.76 )% (2.24 )% The net deferred income tax asset balance related to the following: For the Period from August 31, 2020 (inception) Through December 31, 2020 Capitalized Start-up Costs $ 63,119 Total Deferred tax assets $ 63,119 Valuation Allowance $ (63,119 ) Net deferred tax assets (liability) $ — Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2020, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2020. The Company’s valuation allowance for the period from August 31, 2020 (inception) through December 31, 2020 is as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Valuation allowance at beginning of year $ — Increases recorded to income tax provision $ 63,119 Valuation allowance at end of year $ (63,119 ) The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business in. ASC 740-10 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We record uncertain tax positions as liabilities in accordance with ASC 740-10 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2020, we have not recorded any uncertain tax positions in our financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations as required. As of December 31, 2020, there were no significant accrued interest or penalties. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examination. The Company’s tax years are still open under statute from inception. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in the United States. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The Company evaluated the provisions of the CARES Act and does not anticipate the associated impacts, if any, will have a material effect on the Company’s provision for income taxes for the year ended December 31, 2020. |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events On March 17, 2021, the Company entered into the Merger Agreement by and among Supernova, Orchids Merger Sub, Inc., a Delaware corporation and a newly formed direct, wholly owned subsidiary of Supernova (“First Merger Sub”), Orchids Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (“Second Merger Sub”), and OfferPad, Inc., a Delaware corporation (“Offerpad”). Pursuant to the Merger Agreement, the parties will enter into a business combination transaction (the “Business Combination”) by which (i) First Merger Sub will merge with and into Offerpad, with Offerpad being the surviving entity in the merger (the “First Merger”), and (ii) Offerpad will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). In connection with the Closing, Supernova will change its name to “Offerpad Solutions, Inc.” The value of the aggregate equity consideration to be paid to Offerpad’s stockholders and optionholders in the Transactions will be equal to $2,250,000,000 (the “Equity Value”). At the Closing, each share of common stock and preferred stock of Offerpad that is issued and outstanding immediately prior to the effective time of the First Merger (other than “Excluded Shares”, as defined in the Merger Agreement) will be cancelled and converted into the right to receive a number of shares of Supernova common stock equal to an exchange ratio determined by dividing the Equity Value by the “Aggregate Fully Diluted Company Common Stock” (as defined in the Merger Agreement). At the Closing, each option to purchase Offerpad common stock, whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of Supernova Class A common stock in the manner set forth in the Merger Agreement. Concurrently with the execution of the Merger Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement 20,000,000 shares of Supernova Class A common stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $200,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The shares of Class A common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. In connection with the execution of the Merger Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Offerpad and the Company’s directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and the Company’s directors and officers have, among other things, agreed to vote all of their shares of the Company’s capital stock in favor of the approval of the Transactions. In addition, the Sponsor has agreed that 20% of its shares of Class B common stock issued in connection with the initial public offering (the “Sponsor Shares”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, (i) the volume weighted average price of the Company’s Class A common stock equals or exceeds $12.00 for any twenty trading days within a period of thirty consecutive trading days or (ii) there is a change of control of Supernova. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur. The proposed Business Combination is expected to be consummated after receipt of the required approvals by the stockholders of the Company and Offerpad and the satisfaction or waiver of certain other customary conditions. For full details and the filed agreements, refer to our Current Report on 8-K announcing the Merger Agreement filed on March 18, 2021. Management has evaluated subsequent events to determine if events or transactions occurring through the date |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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 Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. |
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 as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in 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. The Company’s investments held in the Trust Account as of December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. |
Investments Held in the Trust Account | Investments Held in the 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, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. |
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 December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, income tax payable and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. These costs were charged to additional paid-in capital upon the completion of the Initial Public Offering. |
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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, at December 31, 2020, 38,455,615 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,116,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Period From August 31, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 75,020 Less: Company's portion available to be withdrawn to pay taxes $ (63,069 ) Net income attributable to Class A common stock subject to possible redemption $ 11,951 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 38,473,726 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (216,868 ) Net income allocable to Class A Common stock subject to possible redemption 11,951 Non-Redeemable Net Loss $ (204,917 ) Denominator: Weighted average Non-redeemable Class A and Class B common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B common stock 10,646,616 Basic and diluted net loss per share, Non-redeemable Class A and Class B common stock $ (0.02 ) |
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 financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the District of Columbia. 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 December 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Shares | The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Period From August 31, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 75,020 Less: Company's portion available to be withdrawn to pay taxes $ (63,069 ) Net income attributable to Class A common stock subject to possible redemption $ 11,951 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 38,473,726 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (216,868 ) Net income allocable to Class A Common stock subject to possible redemption 11,951 Non-Redeemable Net Loss $ (204,917 ) Denominator: Weighted average Non-redeemable Class A and Class B common Stock Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B common stock 10,646,616 Basic and diluted net loss per share, Non-redeemable Class A and Class B common stock $ (0.02 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury securities $ 402,578,337 $ — $ — Cash 185 — — $ 402,578,522 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The components of the provision for income taxes are as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Current expense (benefit): Federal $ 3,325 State 1,424 Total current expense (benefit): $ 4,749 Deferred expense (benefit): Federal $ — State — Total deferred expense (benefit): $ — Total income tax expense (benefit): $ 4,749 |
Reconciliation of Statutory income Tax Rate to Effective Income Tax Rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Income at US Statutory Rate 21.00 % State Taxes, net of Federal benefit 6.52 % Change in Valuation Allowance (29.76 )% (2.24 )% |
Summary of Net Deferred Income Tax Asset | The net deferred income tax asset balance related to the following: For the Period from August 31, 2020 (inception) Through December 31, 2020 Capitalized Start-up Costs $ 63,119 Total Deferred tax assets $ 63,119 Valuation Allowance $ (63,119 ) Net deferred tax assets (liability) $ — |
Summary of Valuation Allowance | The Company’s valuation allowance for the period from August 31, 2020 (inception) through December 31, 2020 is as follows: For the Period from August 31, 2020 (inception) Through December 31, 2020 Valuation allowance at beginning of year $ — Increases recorded to income tax provision $ 63,119 Valuation allowance at end of year $ (63,119 ) |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 17, 2021 | Oct. 23, 2020 | Oct. 22, 2020 | Dec. 31, 2020 |
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 402,500,000 | |||
Offering costs | $ 8,473,880 | |||
Exercise price of warrants | $ 11.50 | |||
Percentage of fair market value of acquisition required, of net assets held in Trust Account | 80.00% | |||
Minimum percentage of ownership required, post-transaction | 50.00% | |||
Percentage of restricted redeeming shares | 15.00% | |||
Business combination completion period from closing date of initial public offering | 24 months | |||
Maximum per share value of residual assets available for distribution | $ 10 | |||
Cash | $ 1,079,633 | |||
Working Capital | 1,200,000 | |||
Amount of taxes that may be paid using investment income from the trust account | $ 66,000 | |||
Sponsor | Note | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Loan proceeds | $ 183,000 | |||
Founder | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Sale of stock, description of transaction | (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the common stock shares 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, the Founder Shares will be released from the lock-up. | |||
Proceeds from issuance of shares | $ 25,000 | |||
Forward Purchase Agreements | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Sale of stock, description of transaction | Company which provides for the purchase by the forward purchasers of shares of Class A common stock in an aggregate share amount equal to 5,000,000 shares of Class A common stock, plus an aggregate of 1,666,667 warrants exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. | |||
Aggregate warrants exercisable | 1,666,667 | |||
Warrant exercisable number of shares | 1 | |||
Aggregate purchase price | $ 50,000,000 | |||
Maximum | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Interest to pay dissolution expenses | $ 100,000 | |||
Private Placement Warrants | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Number of warrants issued | 6,700,000 | |||
Exercise price of warrants | $ 1.50 | |||
Proceeds from issuance of warrants | $ 10,100,000 | |||
Class A Common Stock | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Redemption price per share | $ 10 | |||
Warrant exercisable number of shares | 1 | |||
Share price | $ 11.50 | |||
Class A Common Stock | Forward Purchase Agreements | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Aggregate number of shares sold | 5,000,000 | |||
Share price | $ 10 | |||
Public Shares | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Redemption price per share | $ 10 | |||
Maximum net tangible assets for business combination | $ 5,000,001 | |||
Redemption percentage of shares in case of not completing business combination within combination period | 100.00% | |||
Actual price per share held as of liquidation | $ 10 | |||
Initial Public Offering | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Stock issue price | $ 10 | |||
Proceeds received from initial public offering, gross | $ 402,500,000 | |||
Offering costs | 22,800,000 | |||
Payment of deferred underwriting commissions | 14,100,000 | |||
Initial Public Offering | Private Placement Warrants | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Assets held in trust | $ 402,500,000 | |||
Initial Public Offering | Class A Common Stock | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Issuance of common stock to sponsor, shares | 40,250,000 | |||
Over-Allotment Option | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Number of shares issued | 5,250,000 | |||
Over-Allotment Option | Class A Common Stock | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Number of shares issued | 5,250,000 | |||
PIPE Subscription Agreements | Merger Agreement | Subsequent Event | PIPE Investors | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Purchase price per share | $ 10 | |||
PIPE Subscription Agreements | PIPE Shares | Merger Agreement | Subsequent Event | PIPE Investors | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Number of shares committed to purchase in private placement | 20,000,000 | |||
PIPE Subscription Agreements | PIPE Investment | Merger Agreement | Subsequent Event | PIPE Investors | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||
Aggregate purchase price | $ 200,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 4 Months Ended |
Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Federal depository insurance coverage | 250,000 | $ 250,000 |
Original maturity investment term | 185 days or less | |
Interest and penalties accrued | $ 0 | $ 0 |
Initial Public Offering and Private Placement | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of shares purchased in calculation of diluted loss per share | shares | 20,116,667 | |
Class A Common Stock | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common stock shares subject to possible redemption | shares | 38,455,615 | 38,455,615 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Shares (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Numerator: Earnings allocable to common stock subject to possible redemption | |||
Income from investments held in Trust Account | $ 75,020 | ||
Less: Company's portion available to be withdrawn to pay taxes | (63,069) | ||
Net income attributable to Class A common stock subject to possible redemption | 11,951 | ||
Numerator: Net Loss minus Net Earnings | |||
Net loss | $ 0 | $ (216,868) | (216,868) |
Net income allocable to Class A Common stock subject to possible redemption | 11,951 | ||
Non-Redeemable Net Loss | $ (204,917) | ||
Class A Common Stock | |||
Denominator: Weighted average subject to possible redemption and nonredeemable common stock | |||
Basic and diluted weighted average shares outstanding | 38,473,726 | ||
Basic and diluted net income (loss) per share | $ 0 | ||
Non-redeemable Class A and Class B Common Stock | |||
Denominator: Weighted average subject to possible redemption and nonredeemable common stock | |||
Basic and diluted weighted average shares outstanding | 10,646,616 | ||
Basic and diluted net income (loss) per share | $ (0.02) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Oct. 23, 2020 | Dec. 31, 2020 |
Payment of stock issue costs | $ 8,473,880 | |
Description of public warrant | Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant | |
Class A Common Stock | ||
Warrant exercisable number of shares | 1 | |
Share price | $ 11.50 | |
Initial Public Offering | ||
Stock issue price | $ 10 | |
Proceeds from issue of stock | $ 402,500,000 | |
Payment of stock issue costs | 22,800,000 | |
Payment of deferred underwriting commissions | $ 14,100,000 | |
Initial Public Offering | Class A Common Stock | ||
Number of shares issued | 40,250,000 | |
Over-Allotment Option | ||
Number of shares issued | 5,250,000 | |
Over-Allotment Option | Class A Common Stock | ||
Number of shares issued | 5,250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Oct. 23, 2020USD ($)shares | Oct. 20, 2020shares | Sep. 14, 2020shares | Sep. 09, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2020shares |
Related Party Transaction [Line Items] | |||||||
Issuance of common stock to Sponsor, value | $ | $ (25,000) | ||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||
Working Capital Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 1.50 | ||||||
Borrowing outstanding | $ | $ 0 | ||||||
Working Capital Loans | Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion converted instrument amount | $ | $ 1,500,000 | ||||||
Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Period to issue warrant after completion of initial business combination | 30 days | ||||||
Founder | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, description of transaction | (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the common stock shares 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, the Founder Shares will be released from the lock-up. | ||||||
Founder | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, required price per share | $ / shares | $ 12 | ||||||
Sponsor | Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants issued | 6,700,000 | ||||||
Warrants price | $ / shares | $ 1.50 | ||||||
Proceeds from issuance of warrants | $ | $ 10,100,000 | ||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||
Sponsor | Initial Public Offering | Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note payable - related party | $ | $ 183,000 | ||||||
Sponsor | Initial Public Offering | Maximum | Note | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ | $ 300,000 | ||||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock to Sponsor, value | $ | $ 1,006 | ||||||
Issuance of common stock to sponsor, shares | 10,062,500 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, outstanding | 10,062,500 | 10,062,500 | 0 | ||||
Class B Common Stock | Founder | |||||||
Related Party Transaction [Line Items] | |||||||
Reverse split description | Company effectuated a 6-for-7 stock split of the founder shares | Company effectuated an 0.75-for-1 reverse split of the Founder Shares | |||||
Stock split ratio | 0.857 | 0.75 | |||||
Common stock, outstanding | 10,062,500 | 8,625,000 | |||||
Ownership percentage on common stock issued and outstanding | 20.00% | ||||||
Class B Common Stock | Founder | Over-Allotment Option | |||||||
Related Party Transaction [Line Items] | |||||||
Underwriter options exercised | 1,312,500 | ||||||
Class B Common Stock | Founder | Over-Allotment Option | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Shares forfeited | 1,312,500 | ||||||
Class B Common Stock | Sponsor | Founder | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock to Sponsor, value | $ | $ 25,000 | ||||||
Issuance of common stock to sponsor, shares | 11,500,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, outstanding | 0 | 1,794,385 | 0 | ||||
Warrant exercisable number of shares | 1 | ||||||
Class A Common Stock | Initial Public Offering | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock to sponsor, shares | 40,250,000 | ||||||
Class A Common Stock | Sponsor | Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant exercisable number of shares | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments And Contingencies Disclosure [Abstract] | |
Underwriting discount per unit | $ / shares | $ 0.20 |
Payments for underwriting discount | $ | $ 8.1 |
Deferred underwriting commission per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions payable | $ | $ 14.1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Oct. 23, 2020shares | Oct. 20, 2020shares | Sep. 14, 2020shares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020shares | Sep. 09, 2020shares | Aug. 31, 2020shares |
Stock split, description | The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. | ||||||
Preferred stock, authorized | 1,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | ||||||
Preferred stock, outstanding | 0 | ||||||
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | ||||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||||
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 | |||||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||||
Trading day period | 20 days | ||||||
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 180.00% | ||||||
Redemption price per share | $ / shares | $ 18 | ||||||
Minimum period prior written notice of redemption | 30 days | ||||||
Overall trading period | 30 days | ||||||
Redemption of Warrants for Shares of Class A Common Stock | |||||||
Redemption price per share | $ / shares | $ 10 | ||||||
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |||||||
Exercise price of warrants | $ / shares | 0.10 | ||||||
Redemption price per share | $ / shares | $ 10 | ||||||
Minimum period prior written notice of redemption | 30 days | ||||||
Overall trading period | 10 days | ||||||
Minimum [Member] | |||||||
Percentage of aggregate gross proceeds from issuances to overall equity proceeds | 60.00% | ||||||
Minimum [Member] | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |||||||
Warrants exercisable in connection with redemption feature per share | $ / shares | $ 0.361 | ||||||
Class A Common Stock | |||||||
Common stock, authorized | 100,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, outstanding | 40,250,000 | ||||||
Common stock, issued | 40,250,000 | ||||||
Common stock shares, possible redemption | 38,455,615 | ||||||
Common stock, issued | 1,794,385 | ||||||
Common stock, outstanding | 1,794,385 | 0 | 0 | ||||
Trading day period | 10 days | ||||||
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 115.00% | ||||||
Redemption price per share | $ / shares | $ 10 | ||||||
Class A Common Stock | Maximum | |||||||
Initial business combination share price | $ / shares | $ 9.20 | ||||||
Class B Common Stock | |||||||
Common stock, authorized | 20,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, issued | 10,062,500 | 11,500,000 | |||||
Common stock, outstanding | 10,062,500 | 10,062,500 | 0 | ||||
Class B Common Stock | Founder | |||||||
Reverse split description | Company effectuated a 6-for-7 stock split of the founder shares | Company effectuated an 0.75-for-1 reverse split of the Founder Shares | |||||
Stock split ratio | 0.857 | 0.75 | |||||
Common stock, outstanding | 10,062,500 | 8,625,000 | |||||
Ownership percentage on common stock issued and outstanding | 20.00% | ||||||
Class B Common Stock | Founder | Over-Allotment Option | |||||||
Underwriter options exercised | 1,312,500 | ||||||
Class B Common Stock | Founder | Over-Allotment Option | Maximum | |||||||
Shares forfeited | 1,312,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About Assets Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Assets held in Trust Account: | |
Investments held in Trust Account | $ 402,578,522 |
Quoted Prices in Active Markets (Level 1) | |
Assets held in Trust Account: | |
Investments held in Trust Account | 402,578,522 |
U.S. Treasury Securities | Quoted Prices in Active Markets (Level 1) | |
Assets held in Trust Account: | |
Investments held in Trust Account | 402,578,337 |
Cash | Quoted Prices in Active Markets (Level 1) | |
Assets held in Trust Account: | |
Investments held in Trust Account | $ 185 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value assets Level 1 to Level 2 transfers amount | $ 0 |
Fair value assets Level 2 to Level 1 transfers amount | 0 |
Fair value liabilities Level 1 to Level 2 transfers amount | 0 |
Fair value liabilities Level 2 to Level 1 transfers amount | 0 |
Fair value assets Level 2 to Level 3 transfers amount | 0 |
Fair value assets Level 1 to Level 3 transfers amount | 0 |
Fair value liabilities Level 1 to Level 3 transfers amount | 0 |
Fair value liabilities Level 2 to Level 3 transfers amount | $ 0 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Current expense (benefit): | |
Federal | $ 3,325 |
State | 1,424 |
Total current expense (benefit): | 4,749 |
Deferred expense (benefit): | |
Total income tax expense (benefit): | $ 4,749 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory income Tax Rate to Effective Income Tax Rate (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income at US Statutory Rate | 21.00% |
State Taxes, net of Federal benefit | 6.52% |
Change in Valuation Allowance | (29.76%) |
Effective income tax rate reconciliation, percent | (2.24%) |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Income Tax Asset (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Capitalized Start-up Costs | $ 63,119 |
Total Deferred tax assets | 63,119 |
Valuation Allowance | $ (63,119) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Increases recorded to income tax provision | $ 63,119 |
Valuation allowance at end of year | $ (63,119) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Mar. 17, 2021USD ($)$ / sharesshares |
Supernova Class A Common Stock | Private Placement | PIPE Investors | |
Subsequent Event [Line Items] | |
Number of shares committed to purchase in private placement | shares | 20,000,000 |
Purchase price per share | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 200,000,000 |
Sponsor Support Agreement | |
Subsequent Event [Line Items] | |
Vesting period | 5 years |
Weighted average price of stock | $ / shares | $ 12 |
Trading days | 20 days |
Consecutive trading days | 30 days |
Sponsor Support Agreement | Class B Common Stock | |
Subsequent Event [Line Items] | |
Sale of stock, percentage of shares of common stock issued | 20.00% |
Merger Agreement | OfferPad, Inc. | |
Subsequent Event [Line Items] | |
Aggregate equity consideration | $ | $ 2,250,000,000 |