Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | CF ACQUISITION CORP. IV | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 514,500,000 | ||
Amendment Flag | true | ||
Amendment Description | CF Acquisition Corp. IV (the “Company”, “we”, “our” or “us”) is filing this Amendment No. 2 to its Annual Report on Form 10-K/A (this “Amendment”) to amend and restate certain items of its Annual Report on Form 10-K/A for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2021 (the “First Amended Filing”). | ||
Entity Central Index Key | 0001825249 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39824 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 51,000,000 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 12,500,000 |
Balance Sheet (As Restated)
Balance Sheet (As Restated) | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 468,731 |
Prepaid expenses | 206,250 |
Total current assets | 674,981 |
Cash equivalents held in Trust Account | 500,000,000 |
Other assets | 201,164 |
Total Assets | 500,876,145 |
Current liabilities: | |
Accrued expenses | 41,547 |
Payables to related party | 412,500 |
Franchise tax payable | 1,644 |
Total current liabilities | 455,691 |
Warrant liability | 22,635,499 |
Forward purchase securities liability | 3,370,886 |
Total Liabilities | 26,462,076 |
Commitments and Contingencies (Note 5) | |
Class A common stock, 50,000,000 shares subject to possible redemption at $10.00 per share | 500,000,000 |
Stockholders’ Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 1,000,000 issued and outstanding (excluding 50,000,000 shares subject to possible redemption) | 100 |
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 12,500,000 shares issued and outstanding | 1,250 |
Additional paid-in capital | |
Accumulated deficit | (25,587,281) |
Total Stockholders' Deficit | (25,585,931) |
Total Liabilities and Stockholders' Deficit | $ 500,876,145 |
Balance Sheet (As Restated) (Pa
Balance Sheet (As Restated) (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Class A common stock shares redemption (in Dollars per share) | $ / shares | $ 10 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Class A common stock shares redemption (in Dollars per share) | $ / shares | $ 50,000,000 |
Class A common stock redemption per share (in Dollars per share) | $ / shares | 10 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 240,000,000 |
Common stock, shares issued | 1,000,000 |
Common stock, shares outstanding | 1,000,000 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 40,000,000 |
Common stock, shares issued | 12,500,000 |
Common stock, shares outstanding | 12,500,000 |
Statement of Operations (As Res
Statement of Operations (As Restated) | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative costs | $ 46,634 |
Franchise tax expense | 1,644 |
Loss from operations | (48,278) |
Change in fair value of warrant liability | (2,376,600) |
Change in fair value of forward purchase securities liability | (3,370,886) |
Loss before income tax expense | (5,795,764) |
Net loss | $ (5,795,764) |
Class A Public shares | |
Weighted average number of common shares outstanding: | |
Weighted average number of common shares outstanding (in Shares) | shares | 581,395 |
Basic and diluted net loss per share: | |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.49) |
Class A Private placement | |
Weighted average number of common shares outstanding: | |
Weighted average number of common shares outstanding (in Shares) | shares | 11,628 |
Basic and diluted net loss per share: | |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.49) |
Class B Common Stock | |
Weighted average number of common shares outstanding: | |
Weighted average number of common shares outstanding (in Shares) | shares | 11,264,535 |
Basic and diluted net loss per share: | |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.49) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit (As Restated) - 11 months ended Dec. 31, 2020 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total | ||
Balance at Jan. 22, 2020 | |||||||
Balance (in Shares) at Jan. 22, 2020 | [1] | ||||||
Issuance of Class B common stock to Sponsor | $ 1,294 | 23,706 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in Shares) | 12,937,500 | [1] | |||||
Sale of Class A common stock to Sponsor in private placement | $ 100 | 9,602,668 | 9,602,768 | ||||
Sale of Class A common stock to Sponsor in private placement (in Shares) | 1,000,000 | [1] | |||||
Forfeiture of Class B common stock | $ (44) | 44 | |||||
Forfeiture of Class B common stock (in Shares) | (437,500) | [1] | |||||
Accretion for redeemable shares of Class A common stock to redemption value | (9,626,418) | (19,791,517) | (29,417,935) | ||||
Accretion for redeemable shares of Class A common stock to redemption value (in Shares) | [1] | ||||||
Net loss | (5,795,764) | (5,795,764) | |||||
Balance at Dec. 31, 2020 | $ 100 | $ 1,250 | $ (25,587,281) | $ (25,585,931) | |||
Balance (in Shares) at Dec. 31, 2020 | 1,000,000 | 12,500,000 | [1] | ||||
[1] | This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split, the cancellation of 2,875,000 shares of Class B common stock and a subsequent 1.125-for-1 stock split. On December 28, 2020, 437,500 shares of Class B common stock were forfeited by the Sponsor (see Note 6). |
Statement of Cash Flows (As Res
Statement of Cash Flows (As Restated) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (5,795,764) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party | 5,086 |
Change in fair value of warrant liability | 2,376,600 |
Change in fair value of forward purchase securities liability | 3,370,886 |
Changes in operating assets and liabilities: | |
Accrued expenses | 41,548 |
Franchise tax payable | 1,644 |
Net cash used in operating activities | |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (500,000,000) |
Net cash used in investing activities | (500,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Repayment of note payable to related party | (157,994) |
Proceeds received from initial public offering, gross | 500,000,000 |
Proceeds received from private placement | 10,000,000 |
Offering costs paid | (9,398,275) |
Net cash provided by financing activities | 500,468,731 |
Net change in cash | 468,731 |
Cash - beginning of the period | |
Cash - end of the period | 468,731 |
Supplemental disclosure of noncash financing and investing activities: | |
Offering costs paid with note payable | 157,994 |
Prepaid expenses paid with payable to related party | 412,500 |
Initial classification of warrant liability | 20,258,899 |
Initial classification of forward purchase securities liability | $ 3,565,073 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. IV (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced operations. All activity 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 will generate non-operating income in the form of interest income on U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is CFAC Holdings IV, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 5,000,000 Units sold upon the partial exercise of the underwriters’ overallotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 4. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,000,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $10,000,000, which is described in Note 5. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 5). Offering costs amounted to approximately $9,600,000, consisting of $9,100,000 of underwriting fees and approximately $500,000 of other costs. Following the closing of the Initial Public Offering and sale of Private Placement Units on December 28, 2020, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 5) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank N.A with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination 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 Business Combination. 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 5), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination The initial stockholders have agreed to waive their liquidation rights 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. 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 less than $10.00 per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except for the Company’s independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $469,000 of cash in its operating account and working capital of approximately $219,000. The Company’s liquidity needs through December 31, 2020 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 5), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2020, there was no outstanding balance under the Sponsor Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, 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. 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 (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of and for the period from January 23, 2020 (inception) through December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 2) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 11 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In connection with the change in presentation for shares of Class A common stock subject to possible redemption in the Company’s financial statements for the quarter ended September 30, 2021, the Company re-evaluated it’s accounting of the Public Shares. As a result, the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares. The Company has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration that pursuant to the Company’s amended and restated certificate of incorporation, a redemption cannot result in net tangible assets being less than $5,000,001. Pursuant to the updated analysis, management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s balance sheets. The Company recognized accretion from the initial book value to redemption value at the time of the Initial Public Offering, with a resulting decrease in Additional paid-in capital and increase in Accumulated deficit. The Company assessed the materiality of these corrections on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock and shares of Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case all classes of common stock share pro-rata in the net income (loss) of the Company. Please see Note 3 and Note 7 which have been updated to reflect the restatement contained in this Annual Report. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K as of December 28, 2020 (the “Post-IPO Balance Sheet”), and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on May 14, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021. These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021. There has been no change in the Company’s total assets, liabilities, or operating results for all periods presented. The following tables summarize the effect of the restatement on each financial statement line item as of the dates and for the periods, indicated: As of December 28, 2020 As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 471,644,250 $ 28,355,750 $ 500,000,000 Class A common stock $ 384 $ (284 ) $ 100 Additional paid-in-capital $ 8,563,949 $ (8,563,949 ) $ — Accumulated deficit $ (3,565,579 ) $ (19,791,517 ) $ (23,357,096 ) Total Stockholders’ Equity/(Deficit) $ 5,000,004 $ (28,355,750 ) $ (23,355,746 ) As of December 31, 2020 As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 469,414,060 $ 30,585,940 $ 500,000,000 Class A common stock $ 406 $ (306 ) $ 100 Additional paid-in-capital $ 10,794,117 $ (10,794,117 ) $ — Accumulated deficit $ (5,795,764 ) $ (19,791,517 ) $ (25,587,281 ) Total Stockholders’ Equity/(Deficit) $ 5,000,009 $ (30,585,940 ) $ (25,585,931 ) For the Period from January 23, As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 469,414,060 $ (469,414,060 ) $ — For the Period from January 23, 2020 (Inception) through December 31, 2020 Statement of Operations As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Class A – Public shares 50,000,000 (49,418,605 ) 581,395 Class A – Private placement 1,000,000 (988,372 ) 11,628 Class B – Common stock 11,264,535 — 11,264,535 Basic and diluted net loss per share, Class A – Public shares $ (0.00 ) $ (0.49 ) $ (0.49 ) Basic and diluted net loss per share, Class A – Private placement $ (0.47 ) $ (0.02 ) $ (0.49 ) Basic and diluted net loss per share, Class B – Common stock $ (0.47 ) $ (0.02 ) $ (0.49 ) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3—Basis of Presentation and Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers 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 in its operating account as of December 31, 2020. The balance of the Company’s investments held in Trust Account as of December 31, 2020 is comprised of cash equivalents. 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 limit of $250,000, and cash equivalents held in Trust Account. For the period from January 23 , Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accrued expenses payables to related party, the Sponsor Loan, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine the value of the Warrants and FPS. 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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 50,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflect the calculation of basic and diluted net loss per share of common stock: For the Period from January 23, Class A – Public shares Class A- Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (284,176 ) $ (5,511,588 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 581,395 11,276,163 Basic and diluted net loss per share of common stock $ (0.49 ) $ (0.49 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 | 11 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit, including 5,000,000 Units sold upon partial exercise of the underwriter’s overallotment option. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, due to the underwriter not exercising the remaining portion of the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units). |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On January 23, 2020, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 Founder Shares to independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, due to the underwriter not exercising the remaining portion of the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 12,500,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. All share and per share amounts have been retroactively restated The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination and are subject to certain transfer restrictions. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,000,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($10,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter The lead underwriter is an affiliate of the Sponsor (see Note 6). Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald& Co., an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Cantor Fitzgerald & Co. a cash fee (“Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the Initial Public Offering, and 5.5% of the gross proceeds from the exercise of the underwriter’s over-allotment option. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $157,994. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination. As of December 31, 2020, the Company had no outstanding balance under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. As of December 31, 2020, the Company had no outstanding balance under the Working Capital Loans. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying balance sheet. As of December 31, 2020, the Company had accounts payable outstanding to Sponsor for such expenses paid on the Company’s behalf of approximately $413,000. |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on December 22, 2020, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). 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 Company granted Cantor Fitzgerald & Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 6,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. Cantor Fitzgerald & Co. partially exercised the over-allotment option for 5,000,000 Units concurrent with the closing of the Initial Public Offering. On December 28, 2020, simultaneously with the Initial Public Offering, Cantor Fitzgerald & Co. advised the Company that it would not exercise the remaining portion of the over-allotment option. The lead underwriter was paid a cash underwriting discount of $9,000,000. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald & Co. as an advisor in connection with the Company’s Business Combination. (see Note 5). 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 an effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders' Deficit
Stockholders' Deficit | 11 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 7 - Stockholders’ Deficit Class A Common Stock Class B Common Stock Only holders of Class B common stock will have the right to vote on the election of directors until completion of the Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On September 23, 2020, the Company effected a recapitalization, which included a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 Founder Shares to independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, resulting in an aggregate of 12,500,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Information contained in the financial statements have been retroactively adjusted for this split and cancellation. Preferred Stock |
Warrants
Warrants | 11 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Warrants | Note 8 – Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Company’s Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless. |
Income Taxes
Income Taxes | 11 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from January 23, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following for the period from January 23, 2020 (inception) through December 31, 2020: Current Federal $ (345 ) State - Deferred Federal (9,793 ) State - Change in valuation allowance 10,138 Income tax provision expense $ - The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax asset Startup/Organizational Costs $ 9,793 Net operating loss carryforwards 345 Total deferred tax assets 10,138 Valuation Allowance (10,138 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from January 23, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in fair value of warrant liability (8.6 )% Change in fair value of forward purchase agreement liability (12.2 )% Change in Valuation Allowance (0.2 )% Income Taxes Benefit 0.0 % |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10—Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. The following table presents information about the Company’s assets and liabilities 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. Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,000,000 $ - $ - $ 500,000,000 Liabilities: Warrant liability $ - $ - $ 22,635,499 $ 22,635,499 FPS liability $ - $ - $ 3,370,886 $ 3,370,886 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 year ended December 31, 2020. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Warrants on December 28, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December 31, 2020. The Public Warrants and Private Placement Warrants are measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Company’s initial public offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs. The Company utilizes the OPM to value the Warrants at each reporting period, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: December 28, 2020 December 31, Risk-free interest rate 0.5 % 0.5 % Expected term (years) 5 5 Expected volatility 17.5 % 17.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 10.29 Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on December 28, 2020 397,233 19,861,666 20,258,899 Change in valuation inputs or other assumptions (1) 46,600 2,320,000 2,376,600 Fair value as of December 31, 2020 $ 443,833 $ 22,191,666 $ 22,635,499 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Company’s Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $15.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of December 31, 2020, the probability assigned to the consummation of the Business Combination was 88% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the FPS liability, a Level 3 liability, measured on a recurring basis. FPS Liability Fair value as of December 28, 2020 $ 3,565,073 Change in valuation inputs or other assumptions (1) (194,187 ) Fair value as of December 31, 2020 $ 3,370,886 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers 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 in its operating account as of December 31, 2020. The balance of the Company’s investments held in Trust Account as of December 31, 2020 is comprised of cash equivalents. |
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 limit of $250,000, and cash equivalents held in Trust Account. For the period from January 23 , |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accrued expenses payables to related party, the Sponsor Loan, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. |
Warrant and FPS Liability | Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine the value of the Warrants and FPS. |
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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 50,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflect the calculation of basic and diluted net loss per share of common stock: For the Period from January 23, Class A – Public shares Class A- Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (284,176 ) $ (5,511,588 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 581,395 11,276,163 Basic and diluted net loss per share of common stock $ (0.49 ) $ (0.49 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Schedule of financial statements | As of December 28, 2020 As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 471,644,250 $ 28,355,750 $ 500,000,000 Class A common stock $ 384 $ (284 ) $ 100 Additional paid-in-capital $ 8,563,949 $ (8,563,949 ) $ — Accumulated deficit $ (3,565,579 ) $ (19,791,517 ) $ (23,357,096 ) Total Stockholders’ Equity/(Deficit) $ 5,000,004 $ (28,355,750 ) $ (23,355,746 ) As of December 31, 2020 As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A common stock subject to possible redemption $ 469,414,060 $ 30,585,940 $ 500,000,000 Class A common stock $ 406 $ (306 ) $ 100 Additional paid-in-capital $ 10,794,117 $ (10,794,117 ) $ — Accumulated deficit $ (5,795,764 ) $ (19,791,517 ) $ (25,587,281 ) Total Stockholders’ Equity/(Deficit) $ 5,000,009 $ (30,585,940 ) $ (25,585,931 ) For the Period from January 23, As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Statement of Cash Flows Supplemental disclosure of noncash financing activities Change in Class A common stock subject to possible redemption $ 469,414,060 $ (469,414,060 ) $ — For the Period from January 23, 2020 (Inception) through December 31, 2020 Statement of Operations As Reported per Previously Restated 10-K/A Amendment No. 1 Adjustment As Restated Class A – Public shares 50,000,000 (49,418,605 ) 581,395 Class A – Private placement 1,000,000 (988,372 ) 11,628 Class B – Common stock 11,264,535 — 11,264,535 Basic and diluted net loss per share, Class A – Public shares $ (0.00 ) $ (0.49 ) $ (0.49 ) Basic and diluted net loss per share, Class A – Private placement $ (0.47 ) $ (0.02 ) $ (0.49 ) Basic and diluted net loss per share, Class B – Common stock $ (0.47 ) $ (0.02 ) $ (0.49 ) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of calculation of basic and diluted net loss per common share | For the Period from January 23, Class A – Public shares Class A- Private placement shares and Class B – Common stock Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (284,176 ) $ (5,511,588 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 581,395 11,276,163 Basic and diluted net loss per share of common stock $ (0.49 ) $ (0.49 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | Current Federal $ (345 ) State - Deferred Federal (9,793 ) State - Change in valuation allowance 10,138 Income tax provision expense $ - |
Schedule of net deferred tax assets | Deferred tax asset Startup/Organizational Costs $ 9,793 Net operating loss carryforwards 345 Total deferred tax assets 10,138 Valuation Allowance (10,138 ) Deferred tax asset, net of allowance $ - |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) | Statutory Federal income tax rate 21.0 % Change in fair value of warrant liability (8.6 )% Change in fair value of forward purchase agreement liability (12.2 )% Change in Valuation Allowance (0.2 )% Income Taxes Benefit 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Description Quoted Prices Significant Other Significant Other Total Assets: Assets held in Trust Account U.S. Treasury Securities $ 500,000,000 $ - $ - $ 500,000,000 Liabilities: Warrant liability $ - $ - $ 22,635,499 $ 22,635,499 FPS liability $ - $ - $ 3,370,886 $ 3,370,886 |
Schedule of fair value measurements | December 28, 2020 December 31, Risk-free interest rate 0.5 % 0.5 % Expected term (years) 5 5 Expected volatility 17.5 % 17.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 10.29 Dividend yield 0.0 % 0.0 % |
Schedule of changes in the fair value of warrant liability | Private Placement Public Warrant Liability Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on December 28, 2020 397,233 19,861,666 20,258,899 Change in valuation inputs or other assumptions (1) 46,600 2,320,000 2,376,600 Fair value as of December 31, 2020 $ 443,833 $ 22,191,666 $ 22,635,499 |
Schedule of fair value of the FPS liability | FPS Liability Fair value as of December 28, 2020 $ 3,565,073 Change in valuation inputs or other assumptions (1) (194,187 ) Fair value as of December 31, 2020 $ 3,370,886 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 11 Months Ended |
Dec. 28, 2020 | Dec. 31, 2020 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of Units (in Shares) | 500,000,000 | 50,000,000 |
Gross proceeds | $ 25,000 | |
Common stock price (in Dollars per share) | $ 10.29 | |
Sale of stock price (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds | $ 10,000,000 | |
Offering cost | 9,600,000 | |
Underwriting fees | 9,100,000 | |
Other cost | $ 500,000 | |
Fair market value percentage | 80.00% | |
Public share price (in Dollars per share) | $ 10 | |
Minimum net tangible assets required for business combination | $ 5,000,001 | |
Public share redeem percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Shares held trust account per share (in Dollars per share) | $ 10 | |
Cash | $ 469,000 | |
Working capital | $ 219,000 | |
Liquidity and capital resources, description | The Company’s liquidity needs through December 31, 2020 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 5), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). | |
Business Combination [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Acquires outstanding voting securities percentage | 50.00% | |
Minimum net tangible assets required for business combination | $ 5,000,001 | |
Maximum sponsor loan available. | $ 1,750,000 | |
Forward Purchase Contract [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of stock price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 15,000,000 | |
Initial business combination units (in Shares) | 1,500,000 | |
Initial Public Offering [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Issue of stock units (in Shares) | 50,000,000 | |
Sale of Units (in Shares) | 5,000,000 | 5,000,000 |
Share price (in Dollars per share) | $ 10 | $ 11.50 |
Gross proceeds | $ 500,000,000 | |
Private Placement [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of Units (in Shares) | 1,000,000 | |
Sale of stock price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 10,000,000 | |
Class A Common Stock [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Common stock price (in Dollars per share) | $ 11.50 | |
Business combination expire term | 5 years | |
Redeeming Shares Aggregate percentage | 15.00% | |
Class A Common Stock [Member] | Forward Purchase Contract [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other (in Shares) | 375,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Redemption value | $ / shares | $ 10 |
Minimum net tangible assets required for business combination | $ | $ 5,000,001 |
Restatement of previously issued financial statements, description | The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K as of December 28, 2020 (the “Post-IPO Balance Sheet”), and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on May 14, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021. |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 11 Months Ended | |
Dec. 31, 2020 | Dec. 28, 2020 | |
As Previously Reported | ||
Condensed Financial Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | $ 469,414,060 | $ 471,644,250 |
Class A common stock | 406 | 384 |
Additional paid-in-capital | 10,794,117 | 8,563,949 |
Accumulated deficit | (5,795,764) | (3,565,579) |
Total Stockholders’ Equity/(Deficit) | 5,000,009 | 5,000,004 |
Supplemental disclosure of noncash financing activities | ||
Change in Class A common stock subject to possible redemption | $ 469,414,060 | |
As Previously Reported | Class A – Public shares [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Public shares (in Shares) | 50,000,000 | |
Basic and diluted net loss per share (in Dollars per share) | $ 0 | |
As Previously Reported | Class A – Private placement [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Private placement (in Shares) | 1,000,000 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.47) | |
As Previously Reported | Class B – Common stock [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class B – Common stock (in Shares) | 11,264,535 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.47) | |
Adjustment [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | $ 30,585,940 | 28,355,750 |
Class A common stock | (306) | (284) |
Additional paid-in-capital | (10,794,117) | (8,563,949) |
Accumulated deficit | (19,791,517) | (19,791,517) |
Total Stockholders’ Equity/(Deficit) | (30,585,940) | (28,355,750) |
Supplemental disclosure of noncash financing activities | ||
Change in Class A common stock subject to possible redemption | $ (469,414,060) | |
Adjustment [Member] | Class A – Public shares [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Public shares (in Shares) | (49,418,605) | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) | |
Adjustment [Member] | Class A – Private placement [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Private placement (in Shares) | (988,372) | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.02) | |
Adjustment [Member] | Class B – Common stock [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class B – Common stock (in Shares) | ||
Basic and diluted net loss per share (in Dollars per share) | $ (0.02) | |
As Restated [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | $ 500,000,000 | 500,000,000 |
Class A common stock | 100 | 100 |
Additional paid-in-capital | ||
Accumulated deficit | (25,587,281) | (23,357,096) |
Total Stockholders’ Equity/(Deficit) | (25,585,931) | $ (23,355,746) |
Supplemental disclosure of noncash financing activities | ||
Change in Class A common stock subject to possible redemption | ||
As Restated [Member] | Class A – Public shares [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Public shares (in Shares) | 581,395 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) | |
As Restated [Member] | Class A – Private placement [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class A – Private placement (in Shares) | 11,628 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) | |
As Restated [Member] | Class B – Common stock [Member] | ||
Supplemental disclosure of noncash financing activities | ||
Class B – Common stock (in Shares) | 11,264,535 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.49) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage (in Dollars) | $ | $ 250,000 |
IPO [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |
Net loss per common share | 16,999,999 |
Class A Common Stock [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |
Common stock subject to possible redemption | 50,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per common share | 11 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A – Public shares [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Basic and diluted net loss per share of common stock | |
Allocation of net loss | $ (284,176) |
Basic and diluted weighted average number of shares of common stock outstanding (in Shares) | shares | 581,395 |
Basic and diluted net loss per share of common stock (in Dollars per share) | $ / shares | $ (0.49) |
Class A- Private placement shares and Class B – Common stock [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Allocation of net loss | $ (5,511,588) |
Basic and diluted weighted average number of shares of common stock outstanding (in Shares) | shares | 11,276,163 |
Basic and diluted net loss per share of common stock (in Dollars per share) | $ / shares | $ (0.49) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Dec. 28, 2020 | Nov. 03, 2020 | Dec. 28, 2020 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||||
Sale of units | 500,000,000 | 50,000,000 | ||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Forfeited shares | 2,875,000 | 437,500 | ||
Issued and outstanding common stock percentage after initial public offering | 20.00% | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units | 5,000,000 | 5,000,000 | ||
Common stock price (in Dollars per share) | $ 10 | $ 10 | $ 11.50 | |
Capital Unit, Class B [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Forfeited shares | 437,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 03, 2020 | Dec. 28, 2020 | Dec. 28, 2020 | Dec. 18, 2020 | Dec. 18, 2020 | Jan. 24, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased by sponsor (in Shares) | 500,000,000 | 50,000,000 | |||||
Forfeited shares (in Shares) | 2,875,000 | 437,500 | |||||
Stock split | On December 22, 2020, the Company effected a 1.125-for-1 stock split. | ||||||
Working capital requirements | $ 10,000 | ||||||
Sponsor loan | $ 413,000 | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased by sponsor (in Shares) | 1,000,000 | ||||||
Warrants price per share (in Dollars per share) | $ 10 | ||||||
Aggregate purchase price | $ 10,000,000 | ||||||
Warrants exercise price (in Dollars per share) | $ 11.50 | ||||||
Warrants expire, term | 5 years | ||||||
Initial Pubic Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased by sponsor (in Shares) | 5,000,000 | 5,000,000 | |||||
Business combination gross proceeds, percentage | 3.50% | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination gross proceeds, percentage | 5.50% | ||||||
SponsorMember | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares transferred to independent directors (in Shares) | 30,000 | 30,000 | |||||
Pre-IPO note | $ 300,000 | ||||||
Pre-IPO note outstanding | 157,994 | ||||||
Sponsor loan amount | $ 1,750,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares purchased by sponsor (in Shares) | 11,500,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Aggregate price | $ 25,000 | ||||||
Founder Shares [Member] | Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, description | The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Forfeited shares (in Shares) | 437,500 | 437,500 | |||||
Initial shareholders holding, percentage | 20.00% | ||||||
Shares outstanding (in Shares) | 12,500,000 | 12,500,000 | 12,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Cash underwriting discount | $ | $ 9,000,000 |
Underwriter fees | $ | $ 100,000 |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Partially exercised units | shares | 5,000,000 |
UnderwritingAgreementMember | |
Commitments and Contingencies (Details) [Line Items] | |
Additional units | shares | 6,750,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | Nov. 03, 2020 | Dec. 28, 2020 | Dec. 28, 2020 | Dec. 18, 2020 | Dec. 18, 2020 | Dec. 31, 2020 |
Stockholders' Deficit (Details) [Line Items] | ||||||
Shares forfeited | 2,875,000 | 437,500 | ||||
Percentage of issued and outstanding | 20.00% | |||||
Percentage of common stock | 20.00% | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Sponsor [Member] | ||||||
Stockholders' Deficit (Details) [Line Items] | ||||||
Shares transferred to independent directors | 30,000 | 30,000 | ||||
Class A common stock [Member] | ||||||
Stockholders' Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 240,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Common stock, shares issued | 1,000,000 | |||||
Common shares subject to possible redemption | 50,000,000 | |||||
Private placement shares issued | 1,000,000 | |||||
Common stock, share outstanding | 1,000,000 | |||||
Class B Common Stock [Member] | ||||||
Stockholders' Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 40,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Common stock, shares issued | 12,500,000 | |||||
Common stock, share outstanding | 12,500,000 | 12,500,000 | 12,500,000 | |||
Shares forfeited | 437,500 | 437,500 |
Warrants (Details)
Warrants (Details) | 11 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Warrant expiry term | 5 years |
Redemption of public warrant, description | The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●at any time during the exercise period; ●upon a minimum of 30 days’ prior written notice of redemption; ●if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ●If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ (345) |
State | |
Deferred | |
Federal | (9,793) |
State | |
Change in valuation allowance | 10,138 |
Income tax provision expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Startup/Organizational Costs | $ 9,793 |
Net operating loss carryforwards | 345 |
Total deferred tax assets | 10,138 |
Valuation Allowance | (10,138) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) | 11 Months Ended |
Dec. 31, 2020 | |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in fair value of warrant liability | (8.60%) |
Change in fair value of forward purchase agreement liability | (12.20%) |
Change in Valuation Allowance | (0.20%) |
Income Taxes Benefit | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurements (Details) [Line Items] | |
Fair value of the common stock | $ 15 |
Observed success rates | 88.00% |
FPS Liability [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Fair value of the common stock | $ 15 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis | Dec. 31, 2020USD ($) |
Assets: | |
Assets held in Trust Account U.S. Treasury Securities | $ 500,000,000 |
Liabilities: | |
Warrant liability | 22,635,499 |
FPS liability | 3,370,886 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Assets held in Trust Account U.S. Treasury Securities | 500,000,000 |
Liabilities: | |
Warrant liability | |
FPS liability | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Assets held in Trust Account U.S. Treasury Securities | |
Liabilities: | |
Warrant liability | |
FPS liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Assets held in Trust Account U.S. Treasury Securities | |
Liabilities: | |
Warrant liability | 22,635,499 |
FPS liability | $ 3,370,886 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares | 11 Months Ended | |
Dec. 31, 2020 | Dec. 28, 2020 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 0.50% | |
Expected term (years) | 5 years | |
Expected volatility | 17.50% | |
Exercise price (in Dollars per share) | $ 11.50 | |
Stock price (in Dollars per share) | $ 10.29 | |
Dividend yield | 0.00% | |
Initial Measurement [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 0.50% | |
Expected term (years) | 5 years | |
Expected volatility | 17.50% | |
Exercise price (in Dollars per share) | $ 11.50 | |
Stock price (in Dollars per share) | $ 10 | |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability - USD ($) | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Fair value as of January 1, 2020 | |
Fair value as of December 31, 2020 | 443,833 |
Initial measurement on December 28, 2020 | 397,233 |
Change in valuation inputs or other assumptions(1) | 46,600 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Fair value as of January 1, 2020 | |
Fair value as of December 31, 2020 | 22,191,666 |
Initial measurement on December 28, 2020 | 19,861,666 |
Change in valuation inputs or other assumptions(1) | 2,320,000 |
Warrant Liability [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | |
Fair value as of January 1, 2020 | |
Fair value as of December 31, 2020 | 22,635,499 |
Initial measurement on December 28, 2020 | 20,258,899 |
Change in valuation inputs or other assumptions(1) | $ 2,376,600 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of the FPS liability - FPS Liability [Member] | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 28, 2020 | $ 3,565,073 |
Change in valuation inputs or other assumptions | (194,187) |
Fair value as of December 31, 2020 | $ 3,370,886 |