Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 28, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Description | Amendment No.1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-39884 | |
Entity Registrant Name | HAMILTON LANE ALLIANCE HOLDINGS I, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3019776 | |
Entity Address, Address Line One | 110 Washington Street, Suite 1300 | |
Entity Address, City or Town | Conshohocken | |
Entity Address State Or Province | PA | |
Entity Address, Postal Zip Code | 19428 | |
City Area Code | 610 | |
Local Phone Number | 934-2222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001826814 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Transition Report | false | |
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | HLAHU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable common stock as part of the units | |
Trading Symbol | HLAH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | HLAHW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,870,588 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 294,371 | $ 200,526 | |
Prepaid expenses | 846,119 | ||
Total current assets | 1,140,490 | 200,526 | |
Investments held in Trust Account | 276,002,344 | ||
Deferred offering costs associated with the initial public offering | 468,114 | ||
Total assets | 277,142,834 | 668,640 | |
Current liabilities: | |||
Accounts payable | 9,000 | 14,324 | |
Accrued expenses | 127,654 | 331,172 | |
Franchise tax payable | 8,614 | 4,506 | |
Note payable - related party | 600,000 | 300,000 | |
Total current liabilities | 745,268 | 650,002 | |
Deferred underwriting commissions | 9,660,000 | ||
Derivative warrant liabilities | 11,228,533 | ||
Total liabilities | 21,633,801 | 650,002 | |
Commitments & Contingencies | |||
Class A common stock shares subject to possible redemption, $0.0001 par value; 27,600,000 and 0 at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 276,000,000 | ||
Stockholders' Equity (Deficit): | |||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||
Additional paid-in capital | 24,513 | ||
Accumulated deficit | (20,491,454) | (6,362) | |
Total stockholders' equity (deficit) | (20,490,967) | 18,638 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (deficit) | 277,142,834 | 668,640 | |
Class A Common Stock Subject to Redemption | |||
Current liabilities: | |||
Class A common stock shares subject to possible redemption, $0.0001 par value; 27,600,000 and 0 at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 276,000,000 | ||
Class B Common Stock | |||
Stockholders' Equity (Deficit): | |||
Common stock | [1] | $ 487 | $ 487 |
[1] | This number includes 1,803,922 shares of Class B Common Stock held by the Sponsor that will be subject to forfeiture and transfer restrictions unless and until the trading price of Class A Common Stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 6). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 22, 2020 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Temporary equity, redemption value per share | $ 10 | $ 10 | |||
Class A Common Stock | |||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 250,000,000 | 250,000,000 | |||
Common shares, shares issued | 27,600,000 | 0 | |||
Common shares, shares outstanding | 27,600,000 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
Temporary equity, par value (per share) | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 0 | |
Temporary equity, redemption value per share | $ 10 | $ 10 | |||
Class A Common Stock Not Subject to Redemption | |||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 250,000,000 | 250,000,000 | |||
Common shares, shares issued | 0 | 0 | |||
Common shares, shares outstanding | 0 | 0 | |||
Class B Common Stock | |||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 25,000,000 | 25,000,000 | |||
Common shares, shares issued | 4,870,588 | 4,870,588 | |||
Common shares, shares outstanding | 4,870,588 | 4,870,588 | 4,870,588 | ||
Maximum shares subject to forfeiture | 1,803,922 | 1,803,922 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,579 | $ 227,493 | $ 796,055 |
Franchise tax expenses | (6,964) | 149,589 | |
Loss from operations | (1,579) | (220,529) | (945,644) |
Other income (expense) | |||
Change in fair value of derivative warrant liabilities | 1,564,888 | 852,800 | |
Financing costs associated with issuance of warrants | (459,419) | ||
Income from investments held in Trust Account | 5,672 | 24,683 | |
Total other income | 1,570,560 | 418,064 | |
Net income (loss) | $ (1,579) | $ 1,350,031 | $ (527,580) |
Class A Common Stock | |||
Other income (expense) | |||
Weighted average shares outstanding, basic and diluted | 27,600,000 | 26,184,615 | |
Basic and diluted net loss per common share | $ 0.04 | $ (0.81) | |
Class B Common Stock | |||
Other income (expense) | |||
Weighted average shares outstanding, basic and diluted | 2,666,666 | 3,066,666 | 3,046,153 |
Basic and diluted net loss per common share | $ 0 | $ 0.04 | $ (0.81) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class B Common Stock | ||
Maximum shares subject to forfeiture | 1,803,922 | 1,803,922 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional paid-in capitalClass B Common Stock | Additional paid-in capital | Accumulated deficit | Class B Common Stock | Total | ||
Balance at the beginning at Sep. 14, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Sep. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsors | [1] | $ 487 | $ 24,513 | $ 25,000 | |||||
Issuance of Class B common stock to Sponsors (in shares) | [1] | 4,870,588 | |||||||
Net income (loss) | (1,579) | (1,579) | |||||||
Balance at the end at Sep. 30, 2020 | $ 487 | 24,513 | (1,579) | 23,421 | |||||
Balance at the end (in shares) at Sep. 30, 2020 | 4,870,588 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 487 | [1] | 24,513 | (6,362) | 18,638 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 4,870,588 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Excess of cash received over fair value of private placement warrants | 3,258,667 | 3,258,667 | |||||||
Accretion to Class A common stock redemption amount | (3,283,180) | (19,957,512) | (23,240,692) | ||||||
Net income (loss) | 1,442,622 | 1,442,622 | |||||||
Balance at the end at Mar. 31, 2021 | $ 487 | [1] | (18,521,252) | (18,520,765) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | [1] | 4,870,588 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ 487 | [1] | $ 24,513 | (6,362) | 18,638 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 4,870,588 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (527,580) | ||||||||
Balance at the end at Sep. 30, 2021 | $ 487 | [1] | (20,491,454) | (20,490,967) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 4,870,588 | |||||||
Balance at the beginning at Mar. 31, 2021 | $ 487 | [1] | (18,521,252) | (18,520,765) | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | [1] | 4,870,588 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (3,320,233) | (3,320,233) | |||||||
Balance at the end at Jun. 30, 2021 | $ 487 | [1] | (21,841,485) | (21,840,998) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 4,870,588 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 1,350,031 | 1,350,031 | |||||||
Balance at the end at Sep. 30, 2021 | $ 487 | [1] | $ (20,491,454) | $ (20,490,967) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 4,870,588 | |||||||
[1] | This number includes 1,803,922 shares of Class B Common Stock held by the Sponsor that will be subject to forfeiture and transfer restrictions unless and until the trading price of Class A Common Stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 6). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class B Common Stock | ||
Maximum shares subject to forfeiture | 1,803,922 | 1,803,922 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,579) | $ (527,580) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (852,800) | |
Financing costs associated with issuance of warrants | 459,419 | |
Income from investments held in Trust Account | (24,683) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (846,119) | |
Franchise tax payable | 4,108 | |
Accounts payable | 400 | 9,000 |
Accrued Expenses | 57,655 | |
Net cash used in operating activities | (1,179) | (1,721,000) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (276,000,000) | |
Interest released from Trust Account | 22,339 | |
Net cash used in investing activities | (275,977,661) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 600,000 | |
Payment of note payable to related party | (300,000) | |
Proceeds received from initial public offering, gross | 276,000,000 | |
Proceeds received from private placement | 7,520,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Offering costs paid | (6,027,494) | |
Net cash provided by financing activities | 25,000 | 277,792,506 |
Net change in cash | 23,821 | 93,845 |
Cash - beginning of the period | 200,526 | |
Cash - end of the period | 23,821 | 294,371 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 70,000 | |
Deferred offering costs included in accrued expenses | $ 95,000 | |
Deferred underwriting commissions in connection with the initial public offering | 9,660,000 | |
Accretion to Class A common stock redemption amount | $ 23,240,692 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Hamilton Lane Alliance Holdings I, Inc. (the “Company”) was incorporated in Delaware on September 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (each, a “Business Combination” and the initial Business Combination, the “Initial Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust after its initial public offering and private placement described below. The Company’s Sponsor is HL Alliance Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (IPO) was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units (the “Units” and, with respect to the Class A Common Stock included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.9 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 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 (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an Initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two The 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (as such period may be extended pursuant to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $294,000 in cash and working capital of approximately $404,000 (not taking into account approximately $9,000 in tax obligations that may be paid using investment income earned in the Trust Account). The Company’s liquidity needs to date have been satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 6), and loan proceeds from the Sponsor of $300,000 under a promissory note provided prior to its Initial Public Offering (see Note 6). The Company repaid the promissory note of $300,000 on January 20, 2021. 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, the Private Placement held outside of the Trust Account, and loans from the Sponsor of $600,000. The Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated, to provide Working Capital Loans (as defined in Note 6) as needed to meet liquidity needs. In March 2021, the Company borrowed $300,000, and in August 2021 the Company borrowed an additional $300,000 under Working Capital Loans from the Sponsor (see Note 6). The total balance of $600,000 remains outstanding as of September 30, 2021. Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will use the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. |
Restatement of Previously Repor
Restatement of Previously Reported Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Reported Financial Statements | |
Restatement of Previously Reported Financial Statements | Note 2—Restatement of Previously Reported Financial Statements During the preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with the SEC and its staff’s 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 charter 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. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to classify all of its Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share pro rata between the the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. 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 and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and restate its presentation of earnings per share. As such, the Company is reporting these restatements to those periods in this quarterly report. Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As Previously As of March 31, 2021 (unaudited) Reported Adjustment As Restated Total assets $ 277,527,930 $ 1 $ 277,527,931 Total liabilities $ 20,048,696 $ — $ 20,048,696 Class A common stock subject to redemption at $10.00 per share $ 252,479,230 $ 23,520,770 $ 276,000,000 Preferred stock — — — Class A common stock 235 (235) — Class B common stock 487 — 487 Additional paid-in capital 3,563,022 (3,563,022) — Accumulated deficit 1,436,260 (19,957,512) (18,521,252) Total stockholders’ equity (deficit) $ 5,000,004 $ (23,520,769) $ (18,520,765) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 277,527,930 $ 1 $ 277,527,931 Shares of Class A common stock subject to possible redemption 25,247,923 2,352,077 27,600,000 Number of shares of Class A common stock 2,352,077 (2,352,077) — The Company’s statement of changes in stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Form 10-Q: three months ended March 31, 2021 (unaudited) As Previously Supplemental Disclosure of Noncash Financing Activities Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 250,569,470 $ (250,569,470) $ — Change in value of Class A common stock subject to possible redemption $ 1,909,760 $ (1,909,760) $ — Accretion to Class A common stock redemption value $ — $ 23,240,692 $ 23,240,692 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As Previously As of June 30, 2021 (unaudited) Reported Adjustment As Restated Total assets $ 277,125,935 $ 1 $ 277,125,936 Total liabilities $ 22,966,934 $ 22,966,934 Class A common stock subject to redemption at $10.00 per share $ 249,159,000 $ 26,841,000 $ 276,000,000 Preferred stock — — — Class A common stock 268 (268) — Class B common stock 487 — 487 Additional paid-in capital 6,883,219 (6,883,219) — Accumulated deficit (1,883,973) (19,957,512) (21,841,485) Total stockholders’ equity (deficit) $ 5,000,001 $ (26,840,998) $ (21,840,998) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 277,125,935 $ 1 $ 277,125,936 Shares of Class A common stock subject to possible redemption 24,915,900 2,684,100 27,600,000 Number of shares of Class A common stock 2,684,100 (2,684,100) — The Company’s statement of changes in stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Form 10-Q: six months ended June 30, 2021 (unaudited) As Previously Supplemental Disclosure of Noncash Financing Activities Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 250,569,470 $ (250,569,470) $ — Change in value of Class A common stock subject to possible redemption $ (1,410,470) $ 1,410,470 $ — Accretion to Class A common stock redemption value $ — $ 23,240,692 $ 23,240,692 In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has 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 participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Previously Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 (4,293,333) 23,306,667 Basic and diluted earnings per share - Class A common stock $ — $ (0.83) $ (0.83) Weighted average shares outstanding - Class B common stock 3,004,444 — 3,004,444 Basic and diluted loss per share - Class B common stock $ 0.48 $ (1.31) $ (0.83) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 — 27,600,000 Basic and diluted earnings per share - Class A common stock $ — $ (0.11) $ (0.11) Weighted average shares outstanding - Class B common stock 3,066,666 — 3,066,666 Basic and diluted loss per share - Class B common stock $ (1.08) $ 0.97 $ (0.11) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 (2,134,807) 25,465,193 Basic and diluted earnings per share - Class A common stock $ — $ (0.75) $ (0.75) Weighted average shares outstanding - Class B common stock 3,035,727 — 3,035,727 Basic and diluted loss per share - Class B common stock $ (0.62) $ (0.13) $ (0.75) |
Summary of Significant Accounti
Summary of Significant Accounting Policies (restated) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies (restated) | |
Summary of Significant Accounting Policies (restated) | Note 3—Summary of Significant Accounting Policies (restated) Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, and the period from September 15, 2020 (inception) through September 30, 2020 (Unaudited) are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and 10-Q filed by the Company with the SEC on March 17, 2021, and May 21, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2021, and December 31, 2020. Investments Held in 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. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in the Trust Account. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, and 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 portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering on January 15, 2021. 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding at December 31, 2020. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. 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. There were no unrecognized tax benefits as of September 30, 2021, and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock 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 common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of weighted average shares of Class B common stock outstanding was reduced for an aggregate of 1,803,922 shares of Class B common stock (the “Contingent Founder Shares”) held by the Sponsor that are subject to forfeiture and transfer restrictions unless and until the trading price of Class A common stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 6). The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,333 shares of common stock as their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. The following table reflects the calculation of basic and diluted net income (loss) per common share adjusted for the effects of the excess cash received over fair value of the private placement warrants and deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,215,028 $ 135,003 $ (21,291,368) $ (2,476,904) Denominator: Basic and diluted weighted average common shares outstanding 27,600,000 3,066,666 26,184,615 3,046,153 Basic and diluted net income (loss) per common share $ 0.04 $ 0.04 $ (0.81) $ (0.81) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4—Initial Public Offering On January 15, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.9 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one share of Class A Common Stock and one |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement Warrants | |
Private Placement Warrants | Note 5— Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor transferred 1,478,933 of its Private Placement Warrants to certain employees of its ultimate parent entity, Hamilton Lane Incorporated, as permitted transferees for services rendered to Hamilton Lane Incorporated in connection with the Company. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On September 22, 2020, the Sponsor subscribed to purchase 14,375,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 23, 2020. Shares and the associated amounts reflect: (i) the reverse stock split of Class B Common Stock in October 2020, (ii) the forfeiture of 7,441,176 shares of Class B Common Stock by the Sponsor in December 2020, and (iii) the 6 Of the 4,870,588 shares of Class B Common Stock outstanding, an aggregate of 1,803,922 shares (up to 235,294 Contingent Founder Shares were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters) (the “Contingent Founder Shares”) are not transferable, assignable or salable until (A) with respect to half of the Contingent Founder Shares, if the last reported sale price of Class A Common Stock equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing one year after the closing of the Initial Business Combination until two years after the closing of the Initial Business Combination, and (B) with respect to the remaining Contingent Founder Shares, if the last reported sale price of Class A Common Stock equals or exceeds $15.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing two years after the closing of the Initial Business Combination until three years after the closing of the Initial Business Combination. The Sponsor will forfeit the Contingent Founder Shares for no consideration to the extent the $12.50 and $15.00 trading price thresholds described in clauses A and B are not met during the specified periods. The underwriter exercised its over-allotment option in full on January 15, 2021; thus, the 235,294 Contingent Founder Shares are no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last reported sale price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On September 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. Prior to the Initial Public Offering, the Company borrowed $300,000 under the Note. The Company fully repaid the Note on January 20, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intended, but were not obligated to, loan the Company funds as may be required (“Working Capital Loans”). On March 26, 2021, the Company entered into a promissory note with its Sponsor in the principal amount of up to $300,000 and on July 22, 2021, the Company entered an additional promissory note in the with the Sponsor, (collectively, the “Agreements”), pursuant to which the Company may borrow up to $2,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. These Working Capital Loans do not bear any interest. All unpaid principal under the Working Capital Loans is due and payable in full on the effective date of the Business Combination (the “Maturity Date”). Pursuant to the terms of the Agreements, the Company is not required to repay the Working Capital Loans if it fails to complete the Business Combination. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under this Working Capital Loans into warrants to purchase the Company’s Class A common stock, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. On March 26, 2021, the Company borrowed $300,000 from the Sponsor under such Working Capital Loans and on August 25, 2021, the Company borrowed an additional $300,000 under the additional promissory note. As of September 30, 2021, $600,000 was outstanding under the Agreements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration rights The holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units 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 or the warrants issued as part of the units upon conversion of the Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company would not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 8— Derivative Warrant Liabilities As of September 30, 2021, there were 9,200,000 and 5,013,333 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants currently trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a warrant unless Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement, and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger described under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except pursuant to certain limited exceptions) and they will not, other than as set forth in “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00,” be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except other than the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A Common Stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for when the price per share of Class A Common Stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A Common Stock; ● if, and only if, the last reported sale price of the Class A Common Stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities); and ● if, and only if, the last reported sale price of the Class A Common Stock for the 20 trading days with the highest last reported sale price within the 30 -trading day period ending three trading days before we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A Common Stock shall mean the volume weighted average price of Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class A Common Stock Subject to Possible Redemption | |
Class A Common Stock Subject to Possible Redemption | Note 9— Class A Common Stock Subject to Possible Redemption 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 future events. The Company is authorized to issue 250,000,000 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 September 30, 2021, there were 27,600,000 shares of Class A common stock outstanding subject to possible redemption. As of September 30, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: As of September 30, 2021 Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (7,820,000) Class A common stock issuance costs (15,420,692) Plus: Accretion of carrying value to redemption value 23,240,692 Class A common stock subject to possible redemption $ 276,000,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10—Stockholders’ Equity Preferred Stock— Class A Common Stock— issued outstanding Class common Class B Common Stock— 6 Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to the Company’s directors prior to the Initial Business Combination, holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the Initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11—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 September 30, 2021, by level within the fair value hierarchy: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: Money Market Funds $ 276,002,344 $ — $ — Derivative warrant liabilities: Public warrants $ 7,268,000 $ — $ — Private warrants $ — $ 3,960,533 $ — As of December 31, 2020, the Company did not hold any financial assets and liabilities that are measured at fair value on a recurring basis. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in March 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement in March 2021 based on the observed price for Public Warrants. There were no transfers between Levels in the three 2021 Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 12-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, other than with respect to the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (restated) (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies (restated) | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, and the period from September 15, 2020 (inception) through September 30, 2020 (Unaudited) are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and 10-Q filed by the Company with the SEC on March 17, 2021, and May 21, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2021, and December 31, 2020. |
Investments Held in Trust Account | Investments Held in 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. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in the Trust Account. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, and 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 portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity |
Offering Costs Associated with The Initial Public Offering | Offering Costs Associated with The Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering on January 15, 2021. 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. There was no Class A common stock issued or outstanding at December 31, 2020. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance recorded against them. 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. There were no unrecognized tax benefits as of September 30, 2021, and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock 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 common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of weighted average shares of Class B common stock outstanding was reduced for an aggregate of 1,803,922 shares of Class B common stock (the “Contingent Founder Shares”) held by the Sponsor that are subject to forfeiture and transfer restrictions unless and until the trading price of Class A common stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 6). The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,333 shares of common stock as their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. The following table reflects the calculation of basic and diluted net income (loss) per common share adjusted for the effects of the excess cash received over fair value of the private placement warrants and deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,215,028 $ 135,003 $ (21,291,368) $ (2,476,904) Denominator: Basic and diluted weighted average common shares outstanding 27,600,000 3,066,666 26,184,615 3,046,153 Basic and diluted net income (loss) per common share $ 0.04 $ 0.04 $ (0.81) $ (0.81) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Restatement of Previously Rep_2
Restatement of Previously Reported Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Reported Financial Statements | |
Summary of effect of the financial statement adjustments related to the restatement | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As Previously As of March 31, 2021 (unaudited) Reported Adjustment As Restated Total assets $ 277,527,930 $ 1 $ 277,527,931 Total liabilities $ 20,048,696 $ — $ 20,048,696 Class A common stock subject to redemption at $10.00 per share $ 252,479,230 $ 23,520,770 $ 276,000,000 Preferred stock — — — Class A common stock 235 (235) — Class B common stock 487 — 487 Additional paid-in capital 3,563,022 (3,563,022) — Accumulated deficit 1,436,260 (19,957,512) (18,521,252) Total stockholders’ equity (deficit) $ 5,000,004 $ (23,520,769) $ (18,520,765) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 277,527,930 $ 1 $ 277,527,931 Shares of Class A common stock subject to possible redemption 25,247,923 2,352,077 27,600,000 Number of shares of Class A common stock 2,352,077 (2,352,077) — The Company’s statement of changes in stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Form 10-Q: three months ended March 31, 2021 (unaudited) As Previously Supplemental Disclosure of Noncash Financing Activities Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 250,569,470 $ (250,569,470) $ — Change in value of Class A common stock subject to possible redemption $ 1,909,760 $ (1,909,760) $ — Accretion to Class A common stock redemption value $ — $ 23,240,692 $ 23,240,692 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As Previously As of June 30, 2021 (unaudited) Reported Adjustment As Restated Total assets $ 277,125,935 $ 1 $ 277,125,936 Total liabilities $ 22,966,934 $ 22,966,934 Class A common stock subject to redemption at $10.00 per share $ 249,159,000 $ 26,841,000 $ 276,000,000 Preferred stock — — — Class A common stock 268 (268) — Class B common stock 487 — 487 Additional paid-in capital 6,883,219 (6,883,219) — Accumulated deficit (1,883,973) (19,957,512) (21,841,485) Total stockholders’ equity (deficit) $ 5,000,001 $ (26,840,998) $ (21,840,998) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 277,125,935 $ 1 $ 277,125,936 Shares of Class A common stock subject to possible redemption 24,915,900 2,684,100 27,600,000 Number of shares of Class A common stock 2,684,100 (2,684,100) — The Company’s statement of changes in stockholders’ equity (deficit) has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Form 10-Q: six months ended June 30, 2021 (unaudited) As Previously Supplemental Disclosure of Noncash Financing Activities Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 250,569,470 $ (250,569,470) $ — Change in value of Class A common stock subject to possible redemption $ (1,410,470) $ 1,410,470 $ — Accretion to Class A common stock redemption value $ — $ 23,240,692 $ 23,240,692 In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has 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 participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Previously Reported Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 (4,293,333) 23,306,667 Basic and diluted earnings per share - Class A common stock $ — $ (0.83) $ (0.83) Weighted average shares outstanding - Class B common stock 3,004,444 — 3,004,444 Basic and diluted loss per share - Class B common stock $ 0.48 $ (1.31) $ (0.83) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 — 27,600,000 Basic and diluted earnings per share - Class A common stock $ — $ (0.11) $ (0.11) Weighted average shares outstanding - Class B common stock 3,066,666 — 3,066,666 Basic and diluted loss per share - Class B common stock $ (1.08) $ 0.97 $ (0.11) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 (unaudited) Weighted average shares outstanding - Class A common stock 27,600,000 (2,134,807) 25,465,193 Basic and diluted earnings per share - Class A common stock $ — $ (0.75) $ (0.75) Weighted average shares outstanding - Class B common stock 3,035,727 — 3,035,727 Basic and diluted loss per share - Class B common stock $ (0.62) $ (0.13) $ (0.75) |
Schedule of basic and diluted net income (loss) per common share | For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 1,215,028 $ 135,003 $ (21,291,368) $ (2,476,904) Denominator: Basic and diluted weighted average common shares outstanding 27,600,000 3,066,666 26,184,615 3,046,153 Basic and diluted net income (loss) per common share $ 0.04 $ 0.04 $ (0.81) $ (0.81) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class A Common Stock Subject to Possible Redemption | |
Schedule of class A common stock shares subject to possible redemption | As of September 30, 2021 Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (7,820,000) Class A common stock issuance costs (15,420,692) Plus: Accretion of carrying value to redemption value 23,240,692 Class A common stock subject to possible redemption $ 276,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: Money Market Funds $ 276,002,344 $ — $ — Derivative warrant liabilities: Public warrants $ 7,268,000 $ — $ — Private warrants $ — $ 3,960,533 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 26, 2021USD ($) | Jan. 20, 2021USD ($) | Jan. 15, 2021USD ($)$ / sharesshares | Jan. 14, 2021USD ($) | Sep. 22, 2020USD ($) | Sep. 15, 2020 | Aug. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Aug. 25, 2021USD ($) | Jul. 22, 2021$ / shares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Condition for future business combination number of businesses minimum | 1 | |||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Proceeds received from initial public offering, gross | $ 276,000,000 | |||||||||||
Offering costs | 6,027,494 | |||||||||||
Deferred underwriting commissions | $ 9,660,000 | |||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||||||||
Redemption period upon closure | 10 days | |||||||||||
Cash | $ 294,371 | $ 200,526 | ||||||||||
Working capital | 404,000 | |||||||||||
Tax obligations | 9,000 | |||||||||||
Proceeds from Related Party Debt | 600,000 | |||||||||||
Repayments of Related Party Debt | 300,000 | |||||||||||
Rounded value | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Cash | $ 294,000 | |||||||||||
Public Warrants | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Initial Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of units in initial public offering, Net (in shares) | shares | 27,600,000 | |||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Proceeds received from initial public offering, gross | $ 276,000,000 | |||||||||||
Offering costs | 15,900,000 | |||||||||||
Deferred underwriting commissions | $ 9,700,000 | |||||||||||
Maturity term | 185 days | |||||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | |||||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50 | |||||||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||||||||||
Threshold percentage of public shares subject to redemption without companys prior written consent | 15 | |||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||||||||
Months to complete acquisition | 24 months | |||||||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||||||||||
Private Placement | Private Placement Warrants | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of Private Placement Warrants (in shares) | shares | 5,013,333 | 5,013,333 | ||||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||||||||||
Proceeds received from private placement | $ 7,500,000 | $ 7,500,000 | ||||||||||
Over-allotment option | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of units in initial public offering, Net (in shares) | shares | 3,600,000 | |||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Promissory Note with Related Party | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 300,000 | |||||||||||
Outstanding balance of related party note | $ 300,000 | |||||||||||
Sponsor | Private Placement Warrants | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from Related Party Debt | 600,000 | |||||||||||
Sponsor | Founder Shares | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from issuance of shares | 25,000 | |||||||||||
Sponsor | Promissory Note with Related Party | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 300,000 | $ 300,000 | ||||||||||
Sponsor | Working Capital Loans With Related Party | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||
Outstanding balance of related party note | $ 600,000 | |||||||||||
Class A Common Stock | Initial Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of units in initial public offering, Net (in shares) | shares | 27,600,000 | |||||||||||
Share price | $ / shares | $ 10 | |||||||||||
Proceeds received from initial public offering, gross | $ 276,000,000 | |||||||||||
Offering costs | 15,900,000 | |||||||||||
Deferred underwriting commissions | $ 9,700,000 | |||||||||||
Class A Common Stock | Over-allotment option | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of units in initial public offering, Net (in shares) | shares | 3,600,000 | |||||||||||
Class A Common Stock | Sponsor | Promissory Note with Related Party | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Outstanding balance of related party note | $ 300,000 |
Restatement of Previously Rep_3
Restatement of Previously Reported Financial Statements (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | ||
Federal depositary insurance coverage | 250,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | ||
U.S. Treasury Securities | ||||
Maximum maturity term of investments | 185 days | |||
Redeemable Class A ordinary shares classified in temporary equity | ||||
Minimum net tangible assets upon redemption of common stock subject to possible redemption | $ 5,000,001 | |||
Class A Common Stock Subject to Redemption | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | 0 |
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 0 | ||
Class B Common Stock | ||||
Maximum shares subject to forfeiture | 1,803,922 | 1,803,922 | ||
Private Placement Warrants | ||||
Number of shares issued | 14,213,333 |
Restatement of Previously Rep_4
Restatement of Previously Reported Financial Statements - Net Income Per Share of Common Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock | ||||||
Allocation of net income (loss) | $ 1,215,028 | $ (21,291,368) | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 27,600,000 | 27,600,000 | 23,306,667 | 25,465,193 | 26,184,615 | |
Earnings Per Share, Basic and Diluted | $ 0.04 | $ (0.11) | $ (0.83) | $ (0.75) | $ (0.81) | |
Class B Common Stock | ||||||
Allocation of net income (loss) | $ 135,003 | $ (2,476,904) | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 2,666,666 | 3,066,666 | 3,066,666 | 3,004,444 | 3,035,727 | 3,046,153 |
Earnings Per Share, Basic and Diluted | $ 0 | $ 0.04 | $ (0.11) | $ (0.83) | $ (0.75) | $ (0.81) |
Restatement of Previously Rep_5
Restatement of Previously Reported Financial Statements - Impact of the Restatement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 22, 2020 | Sep. 14, 2020 | ||||
Total assets | $ 277,142,834 | $ 277,125,936 | $ 277,527,931 | $ 277,125,936 | $ 277,142,834 | $ 668,640 | ||||||
Total liabilities | 21,633,801 | 22,966,934 | 20,048,696 | 22,966,934 | 21,633,801 | 650,002 | ||||||
Derivative warrant liabilities | 11,228,533 | 11,228,533 | ||||||||||
Class A common stock subject to redemption at $10.00 per share | 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | 276,000,000 | |||||||
Temporary equity, redemption value per share | $ 10 | $ 10 | $ 10 | |||||||||
Preferred stock | ||||||||||||
Additional Paid in Capital | 24,513 | |||||||||||
Accumulated deficit | (20,491,454) | $ (21,841,485) | $ (18,521,252) | $ (21,841,485) | (20,491,454) | (6,362) | ||||||
Total stockholders' equity (deficit) | $ 23,421 | (20,490,967) | (21,840,998) | (18,520,765) | (21,840,998) | (20,490,967) | 18,638 | $ 0 | ||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 277,142,834 | $ 277,125,936 | 277,527,931 | 277,125,936 | 277,142,834 | $ 668,640 | ||||||
Supplemental disclosure of noncash activities: | ||||||||||||
Accretion to Class A common stock redemption amount | $ 23,240,692 | $ 23,240,692 | $ 23,240,692 | |||||||||
Class A Common Stock | ||||||||||||
Number of shares of Class A common stock | 27,600,000 | 27,600,000 | 0 | |||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | 27,600,000 | 27,600,000 | 23,306,667 | 25,465,193 | 26,184,615 | |||||||
Earnings per share | $ 0.04 | $ (0.11) | $ (0.83) | $ (0.75) | $ (0.81) | |||||||
Class A Common Stock Subject to Redemption | ||||||||||||
Class A common stock subject to redemption at $10.00 per share | $ 276,000,000 | $ 276,000,000 | ||||||||||
Temporary equity, redemption value per share | $ 10 | $ 10 | $ 10 | |||||||||
Shares of Class A common stock subject to possible redemption | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 0 | ||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | 27,600,000 | 26,184,615 | ||||||||||
Earnings per share | $ 0.04 | $ (0.81) | ||||||||||
Class A Common Stock Not Subject to Redemption | ||||||||||||
Number of shares of Class A common stock | 0 | 0 | 0 | |||||||||
Class B Common Stock | ||||||||||||
Common stock | $ 487 | [1] | $ 487 | $ 487 | $ 487 | $ 487 | [1] | $ 487 | [1] | |||
Number of shares of Class A common stock | 4,870,588 | 4,870,588 | 4,870,588 | 4,870,588 | ||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | 2,666,666 | 3,066,666 | 3,066,666 | 3,004,444 | 3,035,727 | 3,046,153 | ||||||
Earnings per share | $ 0 | $ 0.04 | $ (0.11) | $ (0.83) | $ (0.75) | $ (0.81) | ||||||
As Previously Reported | ||||||||||||
Total assets | $ 277,125,935 | $ 277,527,930 | $ 277,125,935 | |||||||||
Total liabilities | 22,966,934 | 20,048,696 | 22,966,934 | |||||||||
Class A common stock subject to redemption at $10.00 per share | 249,159,000 | 252,479,230 | 249,159,000 | |||||||||
Additional Paid in Capital | 6,883,219 | 3,563,022 | 6,883,219 | |||||||||
Accumulated deficit | (1,883,973) | 1,436,260 | (1,883,973) | |||||||||
Total stockholders' equity (deficit) | 5,000,001 | 5,000,004 | 5,000,001 | |||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 277,125,935 | 277,527,930 | 277,125,935 | |||||||||
Supplemental disclosure of noncash activities: | ||||||||||||
Initial value of Class A common stock subject to possible redemption | 250,569,470 | 250,569,470 | ||||||||||
Change in value of Class A common stock subject to possible redemption | 1,909,760 | (1,410,470) | ||||||||||
As Previously Reported | Class A Common Stock | ||||||||||||
Common stock | $ 268 | $ 235 | $ 268 | |||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | |||||||||
As Previously Reported | Class A Common Stock Subject to Redemption | ||||||||||||
Shares of Class A common stock subject to possible redemption | 24,915,900 | 25,247,923 | 24,915,900 | |||||||||
As Previously Reported | Class A Common Stock Not Subject to Redemption | ||||||||||||
Number of shares of Class A common stock | 2,684,100 | 2,352,077 | 2,684,100 | |||||||||
As Previously Reported | Class B Common Stock | ||||||||||||
Common stock | $ 487 | $ 487 | $ 487 | |||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | 3,066,666 | 3,004,444 | 3,035,727 | |||||||||
Earnings per share | $ (1.08) | $ 0.48 | $ (0.62) | |||||||||
Adjustment | ||||||||||||
Total assets | $ 1 | $ 1 | $ 1 | |||||||||
Class A common stock subject to redemption at $10.00 per share | 26,841,000 | 23,520,770 | 26,841,000 | |||||||||
Additional Paid in Capital | (6,883,219) | (3,563,022) | (6,883,219) | |||||||||
Accumulated deficit | (19,957,512) | (19,957,512) | (19,957,512) | |||||||||
Total stockholders' equity (deficit) | (26,840,998) | (23,520,769) | (26,840,998) | |||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 1 | 1 | 1 | |||||||||
Supplemental disclosure of noncash activities: | ||||||||||||
Initial value of Class A common stock subject to possible redemption | (250,569,470) | (250,569,470) | ||||||||||
Change in value of Class A common stock subject to possible redemption | (1,909,760) | 1,410,470 | ||||||||||
Accretion to Class A common stock redemption amount | 23,240,692 | 23,240,692 | ||||||||||
Adjustment | Class A Common Stock | ||||||||||||
Common stock | $ (268) | $ (235) | $ (268) | |||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Weighted average shares outstanding | (4,293,333) | (2,134,807) | ||||||||||
Earnings per share | $ (0.11) | $ (0.83) | $ (0.75) | |||||||||
Adjustment | Class A Common Stock Subject to Redemption | ||||||||||||
Shares of Class A common stock subject to possible redemption | 2,684,100 | 2,352,077 | 2,684,100 | |||||||||
Adjustment | Class A Common Stock Not Subject to Redemption | ||||||||||||
Number of shares of Class A common stock | (2,684,100) | (2,352,077) | (2,684,100) | |||||||||
Adjustment | Class B Common Stock | ||||||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||||||||||
Earnings per share | $ 0.97 | $ (1.31) | $ (0.13) | |||||||||
[1] | This number includes 1,803,922 shares of Class B Common Stock held by the Sponsor that will be subject to forfeiture and transfer restrictions unless and until the trading price of Class A Common Stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 6). |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 15, 2021 | Sep. 30, 2021 | Jul. 22, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Proceeds received from initial public offering, gross | $ 276,000,000 | ||
Offering costs | 6,027,494 | ||
Deferred underwriting commissions | $ 9,660,000 | ||
Exercise price of warrants | $ 0.0001 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds received from initial public offering, gross | $ 276,000,000 | ||
Offering costs | 15,900,000 | ||
Deferred underwriting commissions | $ 9,700,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.3 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,600,000 | ||
Purchase price, per unit | $ 10 | ||
Class A Common Stock | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds received from initial public offering, gross | $ 276,000,000 | ||
Offering costs | 15,900,000 | ||
Deferred underwriting commissions | $ 9,700,000 | ||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Class A Common Stock | Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,600,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 15, 2021 | Sep. 30, 2021 | Jul. 22, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 11.50 | ||
Exercise price of warrant | $ 0.0001 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sponsor transferred amount | 1,478,933 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | 5,013,333 | |
Price of warrants | $ 1.50 | $ 1.50 | |
Proceeds received from private placement | $ 7.5 | $ 7.5 | |
Private Placement | Class A Common Stock | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 15, 2021 | Sep. 22, 2020$ / sharesshares | Jan. 31, 2021$ / shares | Nov. 30, 2020shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares outstanding (in shares) | 27,600,000 | 0 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Stock split | 1.2 | |||||
Shares subject to forfeiture | 400,000 | |||||
Common shares, shares outstanding (in shares) | 4,870,588 | 4,870,588 | 4,870,588 | |||
Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 14,375,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Stock split | 1.2 | |||||
Shares subject to forfeiture | 7,441,176 | 1,803,922 | ||||
Common shares, shares outstanding (in shares) | 4,870,588 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 15.00% | |||||
Founder Shares | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 235,294 | 400,000 | ||||
Number of Shares Transferred | 25,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | 15 | |||||
Founder Shares First Half | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Restrictions on transfer period of time after business combination completion | 2 years | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 1 year | |||||
Founder Shares Remaining | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Restrictions on transfer period of time after business combination completion | 3 years | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 15 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 2 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 26, 2021 | Jan. 20, 2021 | Jan. 14, 2021 | Sep. 22, 2020 | Aug. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 25, 2021 | Jul. 22, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Related Party Debt | $ 600,000 | |||||||||
Price of warrant | $ 11.50 | |||||||||
Exercise price of warrants | $ 0.0001 | |||||||||
Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | ||||||||
Promissory Note with Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||
Proceeds from Related Party Debt | $ 300,000 | |||||||||
Principal amount of promissory note | $ 300,000 | |||||||||
Promissory Note with Related Party | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Related Party Debt | $ 300,000 | $ 300,000 | ||||||||
Promissory Note with Related Party | Sponsor | Class A Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount of promissory note | $ 300,000 | |||||||||
Related Party Loans | Working capital loans warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price of warrant | $ 1.50 | |||||||||
Working Capital Loans With Related Party | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 2,000,000 | |||||||||
Proceeds from Related Party Debt | $ 300,000 | $ 300,000 | $ 300,000 | |||||||
Principal amount of promissory note | $ 600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Commitments and Contingencies | |
Underwriting discount per unit | $ / shares | $ 0.20 |
Aggregate underwriter cash discount | $ | $ 5.5 |
Deferred fee per unit | $ / shares | $ 0.35 |
Aggregate deferred underwriting fee payable | $ | $ 9.7 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | Sep. 30, 2021$ / sharesshares | Sep. 30, 2021itemD$ / sharesshares | Jul. 22, 2021$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants | $ 0.0001 | ||
Threshold Trading Days For Calculating Volume Weighted Average Price | 10 days | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 15 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number Of Warrants Outstanding | shares | 5,013,333 | ||
Warrant redemption condition minimum share price | $ 10 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price scenario two | $ 18 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number Of Warrants Outstanding | shares | 9,200,000 | ||
Warrant exercise period condition one | 30 days | ||
Warrant exercise period condition two | 12 months | ||
Public Warrants expiration term | 5 years | 5 years | |
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Share price trigger used to measure dilution of warrant | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | ||
Trading period after business combination used to measure dilution of warrant | item | 20 | ||
Warrant exercise price adjustment multiple | 115 | ||
Maximum Redemption Feature Per Warrant | shares | 0.361 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Warrant exercise price adjustment multiple | 180 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Number of trading days on which fair market value of shares is reported | D | 20 | ||
Warrant redemption condition minimum share price | $ 10 | ||
Warrant redemption condition minimum share price scenario two | 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) | Sep. 30, 2021Vote$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020$ / sharesshares |
Temporary Equity [Line Items] | ||||
Common Stock, Number Of Votes Per Share | Vote | 1 | |||
Class A Common Stock Subject to Redemption | ||||
Temporary Equity [Line Items] | ||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares outstanding | shares | 27,600,000 | 27,600,000 | 27,600,000 | 0 |
Class A Common Stock | ||||
Temporary Equity [Line Items] | ||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | shares | 250,000,000 | 250,000,000 | ||
Common Stock, Number Of Votes Per Share | Vote | 1 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional details (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Class A Common Stock Subject to Possible Redemption | |||
Gross proceeds | $ 276,000,000 | ||
Proceeds allocated to Public Warrants | (7,820,000) | ||
Class A common stock issuance costs | (15,420,692) | ||
Accretion of carrying value to redemption value | 23,240,692 | ||
Class A common stock subject to possible redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Sep. 22, 2020shares | Sep. 30, 2021Vote$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||
Common shares, votes per share | Vote | 1 | ||||
Ratio to be applied to the stock in the conversion | 20 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 27,600,000 | 0 | |||
Common shares, shares outstanding (in shares) | 27,600,000 | 0 | |||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 0 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | 0 | |
Class A Common Stock Not Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 4,870,588 | 4,870,588 | |||
Common shares, shares outstanding (in shares) | 4,870,588 | 4,870,588 | 4,870,588 | ||
Number Of Shares Subject To Forfeiture | 400,000 | ||||
Stock split | 1.2 | ||||
Founder Shares | |||||
Class of Stock [Line Items] | |||||
Number Of Shares Subject To Forfeiture | 235,294 | ||||
Founder Shares | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number Of Shares Subject To Forfeiture | 1,803,922 | ||||
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders | 10.00% | ||||
Sponsor | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 14,375,000 | ||||
Number Of Shares Subject To Forfeiture | 7,441,176 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | $ 11,228,533 |
Level 1 | Money Market Funds | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 276,002,344 |
Level 2 | Money Market Funds | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 0 |
Level 3 | Money Market Funds | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 0 |
Public Warrants | Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 7,268,000 |
Public Warrants | Level 2 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 0 |
Public Warrants | Level 3 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 0 |
Private Placement Warrants | Level 2 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 3,960,533 |
Private Placement Warrants | Level 3 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value assets level 1 to level 2 transfers | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 |
Fair value assets transferred into (out of) level 3 | $ 0 |