Document And Entity Information
Document And Entity Information - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Mar. 26, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | 7GC & Co. Holdings Inc. | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 244,490,000 | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to 7GC & Co. Holdings Inc., unless the context otherwise indicates.
This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K amends Amendment No. 1 to the Annual Report on Form 10-K of 7GC & Co. Holdings Inc. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on December 28, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Therefore on January 18, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of December 28, 2020 (the “Post-IPO Balance Sheet”), as previously restated in the First Amended Filing, (ii) audited financial statements as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020 included in First Amended Filing, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, and (v) Note 2 to the unaudited interim financial statements and Item 4 of Part I included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods in this Amendment No. 2 for the Post-IPO Balance Sheet and the Company’s audited financial statements as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020. The unaudited interim financial statements for the periods ended March 31, 2021, and June 30, 2021 will be restated in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”) as soon as practicable. None of the above changes impacted the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to the proper accounting and classification of complex financial instruments. For more information, see Item 9A included in this Amendment No. 2. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the First Amended Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect any information or events subsequent to the Annual Report on Form 10-K. This Amendment No. 2 continues to describe the conditions as of the date of the Annual Report on Form 10-K and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and with our filings with the SEC subsequent to the First Amended Filing. The Company has not amended its prior Current Report on Form 8-K filed with the SEC on January 4, 2021, which contained its audited balance sheet as of December 28, 2020. The financial information contained in that Current Report on Form 8-K is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such Current Report should no longer be relied upon. This Amendment No. 2 continues to describe the conditions as of the date of the Annual Report on Form 10-K and, except as expressly contained herein, the Company has not updated, modified or supplemented the disclosures contained in the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and with the Company’s filings with the SEC subsequent to the First Amended Filing. | |
Entity Central Index Key | 0001826011 | |
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 | 001-39826 | |
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 | 23,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,724,354 |
Prepaid expenses | 555,410 |
Total current assets | 2,279,764 |
Investments held in Trust Account | 230,000,189 |
Total Assets | 232,279,953 |
Current liabilities: | |
Accounts payable | 16,981 |
Accrued expenses | 70,000 |
Franchise tax payable | 57,036 |
Total current liabilities | 144,017 |
Derivative warrant liabilities | 25,856,500 |
Deferred underwriting commissions | 8,050,000 |
Total Liabilities | 34,050,517 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.00 per share redemption value | 230,000,000 |
Stockholders’ Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no non-redeemable shares issued or outstanding | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 |
Additional paid-in capital | |
Accumulated deficit | (31,771,139) |
Total stockholders’ deficit | (31,770,564) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 232,279,953 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares outstanding | 5,750,000 |
Class A Common Stock | |
Subject to possible redemption per share (in Dollars per share) | $ / shares | $ 10 |
Common stock subject to possible redemption, shares | 23,000,000 |
Common stock, subject to possible redemption per value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, non-redeemable shares issued | 0 |
Common stock,non-redeemable shares outstanding | 0 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 44,937 |
Franchise tax expenses | 57,036 |
Total operating expenses | (101,973) |
Other income (expense) | |
Change in fair value of derivative warrant liabilities | (3,843,500) |
Loss on issuance of private placement warrants | (1,323,000) |
Financing cost - derivative warrant liabilities | (783,506) |
Gain on investments held in Trust Account | 189 |
Net loss | $ (6,051,790) |
Class A Common Stock | |
Other income (expense) | |
Weighted average shares outstanding (in Shares) | shares | 876,190 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (1.28) |
Class B Common Stock | |
Other income (expense) | |
Weighted average shares outstanding (in Shares) | shares | 3,838,095 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (1.28) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit - 3 months ended Dec. 31, 2020 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 17, 2020 | |||||
Balance (in Shares) at Sep. 17, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 5,750,000 | ||||
Accretion of Class A common stock to redemption amount | (24,425) | (25,719,349) | (25,743,774) | ||
Net loss | (6,051,790) | (6,051,790) | |||
Balance at Dec. 31, 2020 | $ 575 | $ (31,771,139) | $ (31,770,564) | ||
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (6,051,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | 3,843,500 |
Loss on issuance of private placement warrants | 1,323,000 |
Financing costs - derivative warrant liabilities | 783,506 |
Interest earned on investments held in Trust Account | (189) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (555,410) |
Accounts payable | 16,981 |
Franchise tax payable | 57,036 |
Net cash used in operating activities | (583,366) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 150,000 |
Repayment of note payable to related party | (150,000) |
Proceeds received from initial public offering, gross | 230,000,000 |
Proceeds received from private placement | 7,350,000 |
Offering costs paid | (5,067,280) |
Net cash provided by financing activities | 232,307,720 |
Net increase in cash | 1,724,354 |
Cash - beginning of the period | |
Cash - end of the period | 1,724,354 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 70,000 |
Deferred underwriting commissions in connection with the initial public offering | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General 7GC & Co. Holdings, Inc. (the “Company”) was incorporated as a Delaware corporation on September 18, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company has not commenced any operations. All activity for the period from September 18, 2020 (inception) through December 31, 2020 (collectively the “Affected Period”) has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenue until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of income earned on investments on cash and cash equivalents in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is 7GC & Co. Holdings LLC , The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On , the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 6) Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.4 million (Note 5). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only 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, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required 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, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern As of December 31, 2020, the Company had approximately $1.7 million of cash in its operating account and working capital of approximately $2.2 million (excluding tax obligations of approximately $57,000 that may be paid using investment income earned in Trust Account) The Company’s liquidity prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $150,000 under the Note (Note 5). The Company repaid the Note in full on December 28, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company’s management plans to continue its efforts to complete a Business Combination within 24 months of the closing of the Initial Public Offering, or December 28, 2022. The Company believes that the funds currently available to it outside of the Trust Account will be sufficient to allow it to operate until December 28, 2022; however, there can be no assurances that this estimate is accurate. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by December 28, 2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 28, 2022. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company re-evaluated its accounting for its redeemable Class A common stock and earnings per share. In accordance with the SEC staff guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Articles of Incorporation currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company concluded it should present all redeemable Class A common stock as temporary equity and recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480, and correct is earnings per share presentation. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on January 4, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2020, which were all previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 28, 2021 (“the 2020 Affected Periods”), as well as the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (collectively, the “Affected Periods”). In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections noted above and determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company is restating the 2020 Affected Periods in this filing. The quarterly periods ended March 31, 2021, and June 30, 2021, will be restated with an amendment the Company’s Form 10-Q for the quarterly period ended September 30, 2021. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the 2020 Affected Periods is presented below: The impact of the restatement to the Post-IPO Balance Sheet is as follows: As of December 28, 2020 As Reported Adjustment As Restated Total assets $ 232,837,304 - $ 232,837,304 Total liabilities $ 8,735,274 22,013,000 $ 30,748,274 Class A common stock subject to possible redemption 219,102,020 10,897,980 230,000,000 Preferred stock - - - Class A common stock 109 (109 ) - Class B common stock 575 - 575 Additional paid-in capital 5,085,016 (5,085,016 ) - Accumulated deficit (85,690 ) (27,825,855 ) (27,911,545 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (32,910,980 ) $ (27,910,970 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 232,837,304 $ - $ 232,837,304 Shares of Class A common stock subject to possible redemption 21,910,202 1,089,798 23,000,000 Shares of Class A non-redeemable common stock 1,089,798 (1,089,798 ) - The table below presents the effect on the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020 As Previously Adjustment As Restated Total assets $ 232,279,953 $ 232,279,953 Total liabilities $ 34,050,517 $ 34,050,517 Class A common stock subject to possible redemption 193,229,430 36,770,570 230,000,000 Preferred stock - - - Class A common stock 368 (368 ) - Class B common stock 575 - 575 Additional paid-in capital 11,050,853 (11,050,853 ) - Accumulated deficit (6,051,790 ) (25,719,349 ) (31,771,139 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (36,770,570 ) $ (31,770,564 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 232,279,953 $ - $ 232,279,953 Shares of Class A common stock subject to possible redemption 19,322,943 3,677,057 23,000,000 Shares of Class A non-redeemable common stock 3,677,057 (3,677,057 ) - The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020 is presented below: For the Period from September 18, 2020 (inception) through December 31, 2020 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 197,089,020 $ (197,089,020 ) $ - Change in value of Class A common stock subject to possible redemption $ (3,859,590 ) $ 3,859,590 $ - Earnings (Loss) Per Share As Reported Adjustment As Restated For the Period from September 18, 2020 (inception) through December 31, 2020 Net loss $ (6,051,790 ) $ - $ (6,051,790 ) Weighted average shares outstanding - Class A common stock 23,000,000 (22,123,810 ) 876,190 Basic and diluted loss per share - Class A common stock $ - $ (1.28 ) $ (1.28 ) Weighted average shares outstanding - Class B common stock 5,037,500 (1,199,405 ) 3,838,095 Basic and diluted loss per share - Class B common stock $ (1.20 ) $ (0.08 ) $ (1.28 ) Subsequent to the Company’s previously issued Amendment No. 1 to its Annual Report on Form 10-K for the annual period ended December 31, 2020, as filed with the SEC on May 28, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern” management has determined that if the Company is unable to complete a Business Combination by December 28, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from September 18, 2020 (inception) through December 31, 2020 (the “2020 Affected Period”) are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the redeemable Class A common stock and earnings per share 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 As an emerging growth company, the Company 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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. There were no cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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 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, 23,000,000 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 changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,350,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of Public Warrants was calculated using an option pricing method and the fair value of Private Placement Warrants was calculated using the Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Period from September 18, 2020 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,124,777 ) $ (4,927,013 ) Denominator: Basic and diluted weighted average common shares outstanding 876,190 3,838,095 Basic and diluted net income (loss) per common share $ (1.28 ) $ (1.28 ) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 | 3 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On October 13, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share. On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees. In December 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding. Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor. Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 28, 2020; thus, the 750,000 Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.4 million. Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note - Related Party On September 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was due upon the completion of the Initial Public Offering. The Company borrowed $150,000 under the Note and repaid the Note in full on December 28, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Warrant. 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. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company agreed to pay $10,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full on December 28, 2020. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate. In addition, the representative of the underwriters is entitled to a deferred fee of 3.5% of the Initial Public Offering, or approximately $8.1 million. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company 11,500,000 and 7,350,000 Public Warrants and Private Warrants outstanding, respectively. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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 share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the Public 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. 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 common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will, and the common shares issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until 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 will 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. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 3 Months Ended |
Dec. 31, 2020 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 8—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2020, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2020, the Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (13,340,000 ) Class A common stock issuance costs (12,403,774 ) Plus: Accretion of carrying value to redemption value 25,743,774 Class A common stock subject to possible redemption $ 230,000,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 9—Stockholders’ Deficit Preferred stock Class A Common Stock Class B Common Stock The underwriters exercised their over-allotment option in full on December 28, 2020; thus, these Founder Shares were no longer subject to forfeiture Holders of the Company’s Class B common stock are entitled to one vote for each share. 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of 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 initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Observable Unobservable Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 230,000,189 $ - $ - Liabilities: Derivative warrant liabilities - Public $ - $ - $ 15,640,000 Derivative warrant liabilities - Private $ - $ - $ 10,216,500 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy in during the period from September 18, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Public Offering as well as Private Placement Warrants, were initially and subsequently measured at fair value using a Monte Carlo simulation model at each measurement date. For the period from September 1, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $3.8 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 11.0 % 11.0 % Stock price $ 9.42 $ 9.87 Time to M&A 1 year 1 year Risk-free rate 0.52 % 0.51 % Dividend yield 0.0 % 0.0 % Expected term 5 5 Exercise price 11.50 11.50 The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from September 18, 2020 (inception) through December 31, 2020 is summarized as follows: Private Public Warrant Derivative warrant liabilities as of September 18, 2020 (inception) $ - $ - $ - Issuance of Public and Private Warrants 8,673,000 13,340,000 22,013,000 Change in fair value of derivative warrant liabilities 1,543,500 2,300,000 3,843,500 Derivative warrant liabilities as of December 31, 2020 $ 10,216,500 $ 15,640,000 $ 25,856,500 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: December 31, Current Federal $ - State - Deferred Federal (21,375 ) State - Valuation allowance 21,375 Income tax provision $ - The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Start-up/Organization costs $ 9,437 Net operating loss carryforwards 11,938 Total deferred tax assets $ 21,375 Valuation allowance (21,375 ) 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: December 31, Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (13.3 )% Financing cost - derivative warrant liabilities (2.7 )% Loss on issuance of private placement warrants (4.6 )% Change in valuation allowance (0.4 )% Effective tax rate 0.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued and determined that, other than the restatements in Note 2, 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) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from September 18, 2020 (inception) through December 31, 2020 (the “2020 Affected Period”) are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the redeemable Class A common stock and earnings per share 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 | Emerging Growth Company As an emerging growth company, the Company 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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. There were no cash equivalents as of December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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 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, 23,000,000 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 changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,350,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of Public Warrants was calculated using an option pricing method and the fair value of Private Placement Warrants was calculated using the Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Period from September 18, 2020 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,124,777 ) $ (4,927,013 ) Denominator: Basic and diluted weighted average common shares outstanding 876,190 3,838,095 Basic and diluted net income (loss) per common share $ (1.28 ) $ (1.28 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
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) | 3 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets | As of December 28, 2020 As Reported Adjustment As Restated Total assets $ 232,837,304 - $ 232,837,304 Total liabilities $ 8,735,274 22,013,000 $ 30,748,274 Class A common stock subject to possible redemption 219,102,020 10,897,980 230,000,000 Preferred stock - - - Class A common stock 109 (109 ) - Class B common stock 575 - 575 Additional paid-in capital 5,085,016 (5,085,016 ) - Accumulated deficit (85,690 ) (27,825,855 ) (27,911,545 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (32,910,980 ) $ (27,910,970 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 232,837,304 $ - $ 232,837,304 Shares of Class A common stock subject to possible redemption 21,910,202 1,089,798 23,000,000 Shares of Class A non-redeemable common stock 1,089,798 (1,089,798 ) - As of December 31, 2020 As Previously Adjustment As Restated Total assets $ 232,279,953 $ 232,279,953 Total liabilities $ 34,050,517 $ 34,050,517 Class A common stock subject to possible redemption 193,229,430 36,770,570 230,000,000 Preferred stock - - - Class A common stock 368 (368 ) - Class B common stock 575 - 575 Additional paid-in capital 11,050,853 (11,050,853 ) - Accumulated deficit (6,051,790 ) (25,719,349 ) (31,771,139 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (36,770,570 ) $ (31,770,564 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 232,279,953 $ - $ 232,279,953 Shares of Class A common stock subject to possible redemption 19,322,943 3,677,057 23,000,000 Shares of Class A non-redeemable common stock 3,677,057 (3,677,057 ) - |
Schedule of statement of cash flows | For the Period from September 18, 2020 (inception) through December 31, 2020 As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 197,089,020 $ (197,089,020 ) $ - Change in value of Class A common stock subject to possible redemption $ (3,859,590 ) $ 3,859,590 $ - Earnings (Loss) Per Share As Reported Adjustment As Restated For the Period from September 18, 2020 (inception) through December 31, 2020 Net loss $ (6,051,790 ) $ - $ (6,051,790 ) Weighted average shares outstanding - Class A common stock 23,000,000 (22,123,810 ) 876,190 Basic and diluted loss per share - Class A common stock $ - $ (1.28 ) $ (1.28 ) Weighted average shares outstanding - Class B common stock 5,037,500 (1,199,405 ) 3,838,095 Basic and diluted loss per share - Class B common stock $ (1.20 ) $ (0.08 ) $ (1.28 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share | For the Period from September 18, 2020 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,124,777 ) $ (4,927,013 ) Denominator: Basic and diluted weighted average common shares outstanding 876,190 3,838,095 Basic and diluted net income (loss) per common share $ (1.28 ) $ (1.28 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Schedule of class A common stock subject to possible redemption | Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (13,340,000 ) Class A common stock issuance costs (12,403,774 ) Plus: Accretion of carrying value to redemption value 25,743,774 Class A common stock subject to possible redemption $ 230,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Observable Unobservable Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 230,000,189 $ - $ - Liabilities: Derivative warrant liabilities - Public $ - $ - $ 15,640,000 Derivative warrant liabilities - Private $ - $ - $ 10,216,500 |
Schedule of level 3 fair value measurements inputs | As of As of Volatility 11.0 % 11.0 % Stock price $ 9.42 $ 9.87 Time to M&A 1 year 1 year Risk-free rate 0.52 % 0.51 % Dividend yield 0.0 % 0.0 % Expected term 5 5 Exercise price 11.50 11.50 |
Schedule of changes in the fair value of derivative warrant liabilities with level 3 inputs | Private Public Warrant Derivative warrant liabilities as of September 18, 2020 (inception) $ - $ - $ - Issuance of Public and Private Warrants 8,673,000 13,340,000 22,013,000 Change in fair value of derivative warrant liabilities 1,543,500 2,300,000 3,843,500 Derivative warrant liabilities as of December 31, 2020 $ 10,216,500 $ 15,640,000 $ 25,856,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | December 31, Current Federal $ - State - Deferred Federal (21,375 ) State - Valuation allowance 21,375 Income tax provision $ - |
Schedule of deferred tax assets and liabilities | December 31, Deferred tax assets: Start-up/Organization costs $ 9,437 Net operating loss carryforwards 11,938 Total deferred tax assets $ 21,375 Valuation allowance (21,375 ) Deferred tax asset, net of allowance $ - |
Schedule of reconciliation of the expected tax expense (benefit) | December 31, Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (13.3 )% Financing cost - derivative warrant liabilities (2.7 )% Loss on issuance of private placement warrants (4.6 )% Change in valuation allowance (0.4 )% Effective tax rate 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Dec. 28, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Per unit price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 230,000,000 | |
Minimum percentage specified for aggregate fair market value of assets held in trust account | 80.00% | |
Threshold percentage of outstanding voting securities in business combination | 50.00% | |
Minimum amount of net tangible assets for business combination | $ 5,000,001 | |
Dissolution expenses | $ 100,000 | |
Trust account, description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Investment income earned Amount | $ 57,000 | |
Operating cash account | 1,700,000 | |
Working capital | 2,200,000 | |
Payment of purchase amount | 25,000 | |
Loaned from sponsor | $ 150,000 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 23,000,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 230,000,000 | |
Offering costs | 13,200,000 | |
Deferred underwriting commissions | $ 8,100,000 | |
Sale of stock description | Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. | |
Redemption percentage of public shares (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 3,000,000 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 7,350,000 | |
Per unit price (in Dollars per share) | $ 1 | |
Generating gross proceeds | $ 7,400,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheets - USD ($) | Dec. 31, 2020 | Dec. 28, 2020 |
As Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 232,279,953 | $ 232,837,304 |
Total liabilities | 34,050,517 | 8,735,274 |
Class A common stock subject to possible redemption | 193,229,430 | 219,102,020 |
Preferred stock | ||
Class A common stock | 368 | 109 |
Class B common stock | 575 | 575 |
Additional paid-in capital | 11,050,853 | 5,085,016 |
Accumulated deficit | (6,051,790) | (85,690) |
Total stockholders’ equity (deficit) | 5,000,006 | 5,000,010 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ 232,279,953 | $ 232,837,304 |
Shares of Class A common stock subject to possible redemption (in Shares) | 19,322,943 | 21,910,202 |
Shares of Class A non-redeemable common stock (in Shares) | 3,677,057 | 1,089,798 |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Total liabilities | 22,013,000 | |
Class A common stock subject to possible redemption | $ 36,770,570 | 10,897,980 |
Preferred stock | ||
Class A common stock | (368) | (109) |
Class B common stock | ||
Additional paid-in capital | (11,050,853) | (5,085,016) |
Accumulated deficit | (25,719,349) | (27,825,855) |
Total stockholders’ equity (deficit) | (36,770,570) | (32,910,980) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | ||
Shares of Class A common stock subject to possible redemption (in Shares) | 3,677,057 | 1,089,798 |
Shares of Class A non-redeemable common stock (in Shares) | (3,677,057) | (1,089,798) |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 232,279,953 | $ 232,837,304 |
Total liabilities | 34,050,517 | 30,748,274 |
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 |
Preferred stock | ||
Class A common stock | ||
Class B common stock | 575 | 575 |
Additional paid-in capital | ||
Accumulated deficit | (31,771,139) | (27,911,545) |
Total stockholders’ equity (deficit) | (31,770,564) | (27,910,970) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ 232,279,953 | $ 232,837,304 |
Shares of Class A common stock subject to possible redemption (in Shares) | 23,000,000 | 23,000,000 |
Shares of Class A non-redeemable common stock (in Shares) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flows | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Reported [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | $ 197,089,020 |
Change in value of Class A common stock subject to possible redemption | (3,859,590) |
Net loss | $ (6,051,790) |
As Reported [Member] | Class A Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | 23,000,000 |
Basic and diluted loss per share (in Dollars per share) | $ / shares | |
As Reported [Member] | Class B Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | 5,037,500 |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (1.20) |
Adjustment [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | $ (197,089,020) |
Change in value of Class A common stock subject to possible redemption | 3,859,590 |
Net loss | |
Adjustment [Member] | Class A Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | (22,123,810) |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (1.28) |
Adjustment [Member] | Class B Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | (1,199,405) |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (0.08) |
As Restated [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | |
Change in value of Class A common stock subject to possible redemption | |
Net loss | $ (6,051,790) |
As Restated [Member] | Class A Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | 876,190 |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (1.28) |
As Restated [Member] | Class B Common Stock [Member] | |
Supplemental Disclosure of Noncash Financing Activities: | |
Weighted average shares outstanding (in Shares) | shares | 3,838,095 |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (1.28) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage (in Dollars) | $ | $ 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrants issued | 11,500,000 |
Private Placement [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrants issued | 7,350,000 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Subject to possible redemption | 23,000,000 |
Aggregate of common stock, shares | 18,850,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Allocation of net income (loss) | $ | $ (1,124,777) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 876,190 |
Basic and diluted net income (loss) per common share | $ / shares | $ (1.28) |
Class B [Member] | |
Numerator: | |
Allocation of net income (loss) | $ | $ (4,927,013) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 3,838,095 |
Basic and diluted net income (loss) per common share | $ / shares | $ (1.28) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 28, 2020 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Description of initial public offering. | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 23,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 230 | |
Offering costs | 13.2 | |
Deferred underwriting commission | $ 8.1 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 3,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 01, 2020 | Oct. 13, 2020 | Dec. 28, 2020 | Dec. 31, 2020 | Sep. 18, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Warrants price per share (in Dollars per share) | $ 11.50 | ||||
Office space, utilities and secretarial and administrative support expenses (in Dollars) | $ 10,000 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase of shares (in Dollars) | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.005 | ||||
Transfer of shares | 25,000 | ||||
Founder shares outstanding | 5,750,000 | ||||
Transfer of initial stockholders share | 14,286 | ||||
Shares subject to forfeiture | 750,000 | ||||
Issued and outstanding shares percentage | 20.00% | ||||
Promissory Note Related Party [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate principal amount (in Dollars) | $ 300,000 | ||||
Borrowed loan (in Dollars) | $ 150,000 | ||||
Working Capital Loans [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Warrants price per share (in Dollars per share) | $ 1 | ||||
Related party transaction (in Dollars) | $ 1,500,000 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase of shares | 3,000,000 | ||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Shares subject to forfeiture | 750,000 | ||||
Private Placement Warrants [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase of shares | 7,350,000 | ||||
Warrants price per share (in Dollars per share) | $ 1 | ||||
Generating gross proceeds (in Dollars) | $ 7,400,000 | ||||
Class B Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Stock dividends | 0.143 | ||||
Shares subject to forfeiture | 750,000 | 750,000 | |||
Issued and outstanding shares percentage | 20.00% | ||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase of shares | 5,031,250 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Stock dividends | 0.143 | ||||
Founder shares outstanding | 5,750,000 | ||||
Class A Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Common stock equals or exceeds per share (in Dollars per share) | 12 | ||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Warrants price per share (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting discount percentage | 2.00% |
Underwriting expense | $ 4.6 |
Underwriters deferred fee percentage | 3.50% |
Gross proceeds | $ 8.1 |
IPO [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Additional units to cover over-allotment | shares | 3,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 3 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrant exercise price | $ / shares | $ 11.50 |
Warrants expiry | 5 years |
Redemption of warrants description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 11,500,000 |
Private Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 7,350,000 |
Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] | Dec. 31, 2020$ / sharesshares |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 23,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of class A common stock subject to possible redemption [Abstract] | |
Gross proceeds | $ 230,000,000 |
Less: | |
Amount allocated to Public Warrants | (13,340,000) |
Class A common stock issuance costs | (12,403,774) |
Plus: | |
Accretion of carrying value to redemption value | 25,743,774 |
Class A common stock subject to possible redemption | $ 230,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 3 Months Ended | ||
Dec. 31, 2020 | Dec. 28, 2020 | Oct. 13, 2020 | |
Stockholders’ Deficit (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares outstanding | 5,750,000 | ||
Description of warrant redemption | In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of 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 initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | ||
Class A Common Stock [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock subject to possible redemption, shares issued | 23,000,000 | ||
Common stock subject to possible redemption, shares outstanding | 23,000,000 | ||
Class B Common Stock [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares issued | 5,750,000 | 5,031,250 | |
Stock dividend shares | 0.143 | ||
Common stock, shares outstanding | 5,750,000 | ||
Shares subject to forfeiture | 750,000 | 750,000 | |
Issued and outstanding shares percentage | 20.00% | ||
Conversion rate percentage of common stock outstanding | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Increase in fair value of derivative warrant liabilities | $ 3.8 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Assets: | |
Investments held in Trust Account | $ 230,000,189 |
Liabilities: | |
Derivative warrant liabilities - Public | |
Derivative warrant liabilities - Private | |
Significant Other Observable Inputs (Level 2) | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities - Public | |
Derivative warrant liabilities - Private | |
Significant Other Unobservable Inputs (Level 3) | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities - Public | 15,640,000 |
Derivative warrant liabilities - Private | $ 10,216,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements inputs - $ / shares | 3 Months Ended | |
Dec. 31, 2020 | Dec. 28, 2020 | |
Schedule of level 3 fair value measurements inputs [Abstract] | ||
Volatility | 11.00% | 11.00% |
Stock price (in Dollars per share) | $ 9.87 | $ 9.42 |
Time to M&A | 1 year | 1 year |
Risk-free rate | 0.51% | 0.52% |
Dividend yield | 0.00% | 0.00% |
Expected term | 5 years | 5 years |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of derivative warrant liabilities with level 3 inputs | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of derivative warrant liabilities with level 3 inputs [Line Items] | |
Derivative warrant liabilities at September 18, 2020 (inception) | |
Derivative warrant liabilities at December 31, 2020 | 25,856,500 |
Issuance of Public and Private Warrants | 22,013,000 |
Change in fair value of derivative warrant liabilities | 3,843,500 |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of derivative warrant liabilities with level 3 inputs [Line Items] | |
Derivative warrant liabilities at September 18, 2020 (inception) | |
Derivative warrant liabilities at December 31, 2020 | 10,216,500 |
Issuance of Public and Private Warrants | 8,673,000 |
Change in fair value of derivative warrant liabilities | 1,543,500 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of derivative warrant liabilities with level 3 inputs [Line Items] | |
Derivative warrant liabilities at September 18, 2020 (inception) | |
Derivative warrant liabilities at December 31, 2020 | 15,640,000 |
Issuance of Public and Private Warrants | 13,340,000 |
Change in fair value of derivative warrant liabilities | $ 2,300,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | |
State | |
Deferred | |
Federal | (21,375) |
State | |
Valuation allowance | 21,375 |
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities | Dec. 31, 2020USD ($) |
Schedule of deferred tax assets and liabilities [Abstract] | |
Start-up/Organization costs | $ 9,437 |
Net operating loss carryforwards | 11,938 |
Total deferred tax assets | 21,375 |
Valuation allowance | (21,375) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the expected tax expense (benefit) | 3 Months Ended |
Dec. 31, 2020 | |
Schedule of reconciliation of the expected tax expense (benefit) [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | (13.30%) |
Financing cost - derivative warrant liabilities | (2.70%) |
Loss on issuance of private placement warrants | (4.60%) |
Change in valuation allowance | (0.40%) |
Effective tax rate | 0.00% |