Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Epiphany Technology Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001827248 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39853 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Address, Address Line One | 533 Airport Blvd | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Burlingame | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94010 | |
City Area Code | 619 | |
Local Phone Number | 736-6855 | |
Entity Tax Identification Number | 85-3227900 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,050,000 | |
Trading Symbol | EPHY | |
Security Exchange Name | NASDAQ | |
Title of 12 b Security | Class A Common Stock, par value $0.0001 per share | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | EPHYU | |
Security Exchange Name | NASDAQ | |
Title of 12 b Security | Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | EPHYW | |
Security Exchange Name | NASDAQ | |
Title of 12 b Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 545,080 | $ 10,027 |
Prepaid expenses | 428,189 | |
Total Current Assets | 973,269 | 10,027 |
Deferred offering costs | 184,973 | |
Investments held in Trust Account | 402,582,054 | |
TOTAL ASSETS | 403,555,323 | 195,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 194,209 | 1,465 |
Accrued offering costs | 30,000 | |
Advance from related parties | 1,000 | |
Promissory note – related party | 140,000 | |
Total Current Liabilities | 195,209 | 171,465 |
Warrant liabilities | 12,044,001 | |
Deferred underwriting commissions | 15,137,500 | |
TOTAL LIABILITIES | 27,376,710 | 171,465 |
Class A, common stock subject to possible redemption, 40,250,000 and no shares at redemption value as of September 30, 2021 and December 31,2020, respectively | 402,500,000 | |
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, 800,000 and no shares issued and outstanding (excluding 40,250,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively | 80 | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding | 1,006 | 1,006 |
Additional paid-in capital | 0 | 23,994 |
Accumulated deficit | (26,322,473) | (1,465) |
Total Stockholders' (Deficit) Equity | (26,321,387) | 23,535 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 403,555,323 | $ 195,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Subject to possible redemption, shares | 40,250,000 | 0 |
Preferred stock par value (in Dollars 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 |
Class A common stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 800,000 | 0 |
Common stock, shares outstanding | 800,000 | 0 |
Class B common stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operational costs | $ 268,927 | $ 784,893 |
Loss from operations | (268,927) | (784,893) |
Other Income (loss): | ||
Interest earned on investments held in Trust Account | 26,161 | 82,054 |
Change in fair value of warrant liabilities | 3,149,833 | 7,533,833 |
Transaction cost related to warrant liability | 1,029,081 | |
Other income (loss), net | 3,175,994 | 6,586,806 |
Net income | 2,907,067 | 5,801,913 |
Common Class A [Member] | ||
Other Income (loss): | ||
Net income | $ 2,334,754 | $ 4,623,684 |
Weighted average shares outstanding of Class A common stock | 41,050,000 | 39,245,604 |
Basic and diluted net income per share, Class A common stock | $ 0.06 | $ 0.12 |
Basic and diluted net income per share, Class B common stock | $ 0.06 | $ 0.12 |
Common Class B [Member] | ||
Other Income (loss): | ||
Net income | $ 572,313 | $ 1,182,219 |
Weighted average shares outstanding of Class A common stock | 10,062,500 | 10,004,808 |
Basic and diluted net income per share, Class A common stock | $ 0.06 | $ 0.12 |
Weighted average shares outstanding of Class B common stock | 10,062,500 | 10,004,808 |
Basic and diluted net income per share, Class B common stock | $ 0.06 | $ 0.12 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholder's (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock | Class B Common Stock |
Balance at Dec. 31, 2020 | $ 23,535 | $ 23,994 | $ (1,465) | $ 1,006 | |
Balance (in Shares) at Dec. 31, 2020 | 10,062,500 | ||||
Sale of 800,000 Private Placement Units, net of warrant liability (in Shares) | 800,000 | 800,000 | |||
Sale of 800,000 Private Placement Units, net of warrant liability | $ 7,608,000 | 7,607,920 | $ 80 | ||
Accretion for Class A common stock to redemption amount | (39,754,835) | (7,631,914) | (32,122,921) | ||
Net income | 6,989,174 | 6,989,174 | |||
Net loss | 6,989,174 | 6,989,174 | |||
Balance at Mar. 31, 2021 | (25,134,126) | 0 | (25,135,212) | $ 80 | $ 1,006 |
Balance (in Shares) at Mar. 31, 2021 | 800,000 | 10,062,500 | |||
Balance at Dec. 31, 2020 | 23,535 | 23,994 | (1,465) | $ 1,006 | |
Balance (in Shares) at Dec. 31, 2020 | 10,062,500 | ||||
Accretion for Class A common stock to redemption amount | $ (39,754,835) | ||||
Net income | 5,801,913 | 4,623,684 | $ 1,182,219 | ||
Net loss | 5,801,913 | 4,623,684 | 1,182,219 | ||
Balance at Sep. 30, 2021 | (26,321,387) | 0 | (26,322,473) | $ 80 | $ 1,006 |
Balance (in Shares) at Sep. 30, 2021 | 800,000 | 10,062,500 | |||
Balance at Mar. 31, 2021 | (25,134,126) | 0 | (25,135,212) | $ 80 | $ 1,006 |
Balance (in Shares) at Mar. 31, 2021 | 800,000 | 10,062,500 | |||
Net income | (4,094,328) | (4,094,328) | |||
Net loss | (4,094,328) | (4,094,328) | |||
Balance at Jun. 30, 2021 | (29,228,454) | (29,229,540) | |||
Balance (in Shares) at Jun. 30, 2021 | 800,000 | ||||
Net income | 2,907,067 | 2,907,067 | $ 2,334,754 | $ 572,313 | |
Net loss | 2,907,067 | 2,907,067 | 2,334,754 | 572,313 | |
Balance at Sep. 30, 2021 | $ (26,321,387) | $ 0 | $ (26,322,473) | $ 80 | $ 1,006 |
Balance (in Shares) at Sep. 30, 2021 | 800,000 | 10,062,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholder's (Deficit) Equity (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement units,net of warrant liablity | 800,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 5,801,913 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (82,054) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (428,189) |
Accounts payable and accrued expenses | 192,744 |
Transaction costs allocated to warrants | 1,029,081 |
Change in fair value of warrant liabilities | (7,533,833) |
Net cash used in operating activities | (1,020,338) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (402,500,000) |
Net cash used in investing activities | (402,500,000) |
Cash Flows from Financing Activities | |
Proceeds from sale of Units, net of underwriting discounts paid | 396,500,000 |
Proceeds from sale of Private Placement Units | 8,000,000 |
Advance from related party | 1,000 |
Repayment of promissory note – related party | (140,000) |
Payment of offering costs | (305,609) |
Net cash provided by financing activities | 404,055,391 |
Net Change in Cash | 535,053 |
Cash – Beginning of period | 10,027 |
Cash – End of period | 545,080 |
Non-Cash investing and financing activities: | |
Deferred underwriting fee payable | $ 15,137,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Epiphany Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on September 28, 2020. The Company had no activity for the period from September 28, 2020 (inception) through September 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business comb i 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 (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021 the Company consummated the Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,250,000 Units, at $10.00 per Unit, generating gross proceeds of $402,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Epiphany Technology Sponsor LLC. (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), that closed simultaneously with the Initial Public Offering, generating gross proceeds of $8,000,000, which is described in Note 5. Transaction costs amounted to $21,598,082, consisting of $6,000,000 in cash underwriting fees, net of $1,000,000 reimbursed from th e 7 Following the closing of the Initial Public Offering on January 12, 2021, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and has been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. 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 sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote their Founder Shares (as defined in Note 6), Placement Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is 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 has agreed (a) to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Sponsor has agreed to waive their liquidation rights with respect to the Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. I f the Company is unable to complete a Business Combination by January 12, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligation s (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period . In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revision Of Previously Issued Financial Statement | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS I n connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should revise its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, Accounting Standards Codification (“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 previously determined the Class A common stock subject to possible redemption to be equal to the redemption valu e of $ per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and the quarterly reports on Form 10-Q will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided . In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company . There has been no change in the Company’s total assets, liabilities or operating results. The impact of the revision on the Company’s financial statements is reflected in the following table. Balance Sheet as of January 12, 2021 (audited) As Previously Adjustment As Revised Class A common stock subject to possible redemption $ 364,347,610 $ 38,152,390 $ 402,500,000 Class A common stock $ 462 $ (382 ) $ 80 Additional paid-in $ 6,029,087 $ (6,029,087 ) $ — Retained Earnings (Accumulated deficit) $ (1,030,546 ) $ (32,122,921 ) $ (33,153,467 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (38,152,390 ) $ (33,152,381 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements h a Form 10-Q Regulation S-X e The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 12, 2021, as well as the Company’s Annual Report on Form 10-K, 1 1 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future 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 six months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity securities, and money market funds, which are invested primarily in U.S. Treasury securities and accounted for as treasury securities. 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 a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the followin g Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Warrants in accordance with the guidance contained in ASC 815-40 l Cox-Ross-Rubenstein Cox-Ross-Rubenstein Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 a deferred tax asset of approximately $148,000 and $300, respectively, which had a full valuation allowance recorded against it of approximately $148,000 and $300, respectively. The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class . The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,683,334 shares Class A common stock in the aggregate. As of September 30, 2021, and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,334,754 $ 572,313 $ 4,623,684 $ 1,182,219 Denominator: Basic and diluted weighted average shares outstanding 41,050,000 10,062,500 39,245,604 10,004,808 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.12 $ 0.12 Concentration of Credit Risk F t of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account . Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the Financial Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), u 2020-06 2020-06 2020-06. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 800,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $8,000,000 in a private placement. The Sponsor purchased 450,000 Placement Units and Cantor purchased 350,000 Placement Units. Each Placement Unit consists of on one-third |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Sponsor paid an aggregate of $25,000 in consideration for 10,062,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,312,500 shares that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on January 7, 2021, through the earlier of the Company’s consummation of a Business Combination or Promissory Note — Related Party On September 28, 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”). The Note was non-interest June 2021, th e Note i s longer available to withdraw from . Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There are no borrowings outstanding as of September 30, 2021 and December 31, 2020. Advance from Related Party During February 2021, The Sponsor advanced the Company an aggregate of $1,000 to cover expenses related to franchise fee and formation costs. The advances are non-interest |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, Placement Units, Placement Shares, Placement Warrants and units that may be issued upon conversion of Working Capital Loans and the shares and warrants included therein (and any shares of common stock issuable upon the exercise of the Placement Warrants or warrants included in the units issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. 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 are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters reimbursed the Company $1,000,000 at the closing of the Initial Public Offering for offering costs incurred. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' (Deficit) Equity | NOTE 8. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred Stock e rr Class A Common Stock Class B Common Stock S eptember Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a as-converted 20 |
Warrrant Liabilities
Warrrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrrant Liabilities | NOTE 9. WARRRANT LIABILITIES At September 30, 2021, there were 13,416,667 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 issuable upon the exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, 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 has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. At September 30, 2021, there were 266,667 non-redeemable |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity i Held-to-maturity At September 30, 2021, assets held in the Trust Account were comprised of $201,264,393 in money market funds, which are invested in U.S. Treasury Securities. The Company also had $1,223 in cash and $201,316,438 invested in U.S. Treasury Bills. Total investment in marketable securities as of September 30, 2021 is $ 402,582,054. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its taxes. The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 U.S. Treasury Securities (Matures on 10/14/2021) 1 $ 201,316,438 $ 1,549 $ 201,317,987 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Investments – Money market funds 1 $ 201,264,393 Liabilities: Warrant Liability – Public Warrants 1 $ 11,806,667 Warrant Liability – Private Placement Warrants 3 $ 237,334 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein The following table presents the quantitative information regarding Level 3 fair value measurements: Input: September 30, 2021 Risk-free interest rate .90 % Expected term (years) 5.5 Expected volatility 16.1 % Exercise price $ 11.50 Stock price $ 9.77 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 Initial classification on January 12, 2021 (Initial Public Offering) $ 392,000 $ 19,185,834 $ 19,577,834 Transfers to Level 1 — (14,892,500 ) (14,892,500 ) Change in fair value (154,666 ) (4,293,334 ) (4,448,000 ) Fair value as of September 30, 2021 $ 237,334 $ — $ 237,334 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three and six months ended June 30, 2021 was $14,892,000. There were no transfers to/from Levels 1,2, and 3 during the three months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the condensed balance sheets date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements h a Form 10-Q Regulation S-X e The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 12, 2021, as well as the Company’s Annual Report on Form 10-K, 1 1 |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future 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 six months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity securities, and money market funds, which are invested primarily in U.S. Treasury securities and accounted for as treasury securities. |
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 a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the followin g Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. |
Warrant Liability | Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for its Warrants in accordance with the guidance contained in ASC 815-40 l Cox-Ross-Rubenstein Cox-Ross-Rubenstein |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 a deferred tax asset of approximately $148,000 and $300, respectively, which had a full valuation allowance recorded against it of approximately $148,000 and $300, respectively. The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class . The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,683,334 shares Class A common stock in the aggregate. As of September 30, 2021, and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,334,754 $ 572,313 $ 4,623,684 $ 1,182,219 Denominator: Basic and diluted weighted average shares outstanding 41,050,000 10,062,500 39,245,604 10,004,808 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.12 $ 0.12 |
Concentration of Credit Risk | Concentration of Credit Risk F t of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), u 2020-06 2020-06 2020-06. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of summarizes the revision of financial statements | The impact of the revision on the Company’s financial statements is reflected in the following table. Balance Sheet as of January 12, 2021 (audited) As Previously Adjustment As Revised Class A common stock subject to possible redemption $ 364,347,610 $ 38,152,390 $ 402,500,000 Class A common stock $ 462 $ (382 ) $ 80 Additional paid-in $ 6,029,087 $ (6,029,087 ) $ — Retained Earnings (Accumulated deficit) $ (1,030,546 ) $ (32,122,921 ) $ (33,153,467 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (38,152,390 ) $ (33,152,381 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Class A common stock reflected in the condensed balance sheets are reconciled | At September 30, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the followin g Gross proceeds $ 402,500,000 Less: Proceeds allocated to Public Warrants (19,185,834 ) Class A common stock issuance costs (20,569,001 ) Plus: Accretion of carrying value to redemption value 39,754,835 Class A common stock subject to possible redemption $ 402,500,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 2,334,754 $ 572,313 $ 4,623,684 $ 1,182,219 Denominator: Basic and diluted weighted average shares outstanding 41,050,000 10,062,500 39,245,604 10,004,808 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.12 $ 0.12 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's gross holding gains and fair value of held-to-maturity securities | The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value September 30, 2021 U.S. Treasury Securities (Matures on 10/14/2021) 1 $ 201,316,438 $ 1,549 $ 201,317,987 |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Investments – Money market funds 1 $ 201,264,393 Liabilities: Warrant Liability – Public Warrants 1 $ 11,806,667 Warrant Liability – Private Placement Warrants 3 $ 237,334 |
Schedule of quantitative information regarding Level 3 fair value measurements | The following table presents the quantitative information regarding Level 3 fair value measurements: Input: September 30, 2021 Risk-free interest rate .90 % Expected term (years) 5.5 Expected volatility 16.1 % Exercise price $ 11.50 Stock price $ 9.77 |
Schedule of changes in the fair value of the Level 3 warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 Initial classification on January 12, 2021 (Initial Public Offering) $ 392,000 $ 19,185,834 $ 19,577,834 Transfers to Level 1 — (14,892,500 ) (14,892,500 ) Change in fair value (154,666 ) (4,293,334 ) (4,448,000 ) Fair value as of September 30, 2021 $ 237,334 $ — $ 237,334 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jan. 12, 2021 | Sep. 30, 2021 |
Description of Organization and Business Operations [Line Items] | ||
Stock unit (in Shares) | 402,500,000 | |
Transaction costs amounted | $ 21,598,082 | |
Underwriting fees | 6,000,000 | |
Reimbursed underwriting expenses | 1,000,000 | |
Deferred underwriting fees | 15,137,500 | |
Other offering costs | $ 460,582 | |
Fair market value percentage | 80.00% | |
Public share price (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Redeem share percentage | 15.00% | |
Dissolution expenses | $ 100,000 | |
Trust account per share (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Stock unit (in Shares) | 5,250,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 402,500,000 | |
Sale of stock in share (in Shares) | 5,250,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Gross proceeds | $ 8,000,000 | |
Sale of stock in share (in Shares) | 800,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 402,500,000 | |
Sale of stock in share (in Shares) | 40,250,000 | |
Initial public offering amount | $ 40,250,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Acquired percentage | 50.00% | |
Redemption description | The Sponsor has agreed (a) to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - Common Class A [Member] | Sep. 30, 2021USD ($)$ / shares |
Temporary equity redemption price per share | $ / shares | $ 10 |
Public shares redeemable amount limit of net tangible assets | $ | $ 5,000,001 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements - Schedule of summarizes the revision of financial statement (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | $ 402,500,000 | |||
Class A Common Stock | 80 | |||
Additional Paid-in Capital | 0 | $ 23,994 | ||
Accumulated Deficit | (26,322,473) | (1,465) | ||
Total Stockholders' Equity (Deficit) | (26,321,387) | $ (29,228,454) | $ (25,134,126) | $ 23,535 |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | 364,347,610 | |||
Class A Common Stock | 462 | |||
Additional Paid-in Capital | 6,029,087 | |||
Accumulated Deficit | (1,030,546) | |||
Total Stockholders' Equity (Deficit) | 5,000,009 | |||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | 38,152,390 | |||
Class A Common Stock | (382) | |||
Additional Paid-in Capital | (6,029,087) | |||
Accumulated Deficit | (32,122,921) | |||
Total Stockholders' Equity (Deficit) | (38,152,390) | |||
As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | 402,500,000 | |||
Class A Common Stock | 80 | |||
Additional Paid-in Capital | 0 | |||
Accumulated Deficit | (33,153,467) | |||
Total Stockholders' Equity (Deficit) | $ (33,152,381) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
Offering costs | $ 21,598,082 | ||
Shareholders equity costs | 20,569,001 | ||
Deferred offering costs | 1,029,081 | ||
Deferred tax assets | 148,000 | $ 300 | |
Valuation allowance | 148,000 | $ 300 | |
FDIC insured amount | $ 250,000 | ||
Weighted average number diluted shares outstanding adjustment | 0 | 0 | |
Common Class A [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Shareholders equity costs | $ 20,569,001 | ||
Number of common stockinto which the class of warrant or right may be converted | 13,683,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Allocation of net income, as adjusted | $ 2,907,067 | $ (4,094,328) | $ 6,989,174 | $ 5,801,913 |
Common Class A [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Allocation of net income, as adjusted | $ 2,334,754 | $ 4,623,684 | ||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic and diluted weighted average shares outstanding | 41,050,000 | 39,245,604 | ||
Basic and diluted net income per common stock | $ 0.06 | $ 0.12 | ||
Common Class B [Member] | ||||
Net Income (Loss) Attributable to Parent [Abstract] | ||||
Allocation of net income, as adjusted | $ 572,313 | $ 1,182,219 | ||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic and diluted weighted average shares outstanding | 10,062,500 | 10,004,808 | ||
Basic and diluted net income per common stock | $ 0.06 | $ 0.12 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Less: | ||
Class A common stock issuance costs | $ (20,569,001) | |
Temporary Equity Additions [Abstract] | ||
Accretion of carrying value to redemption value | $ 39,754,835 | |
Class A Common Stock Subject to Possible Redemption | 402,500,000 | |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 402,500,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (19,185,834) | |
Class A common stock issuance costs | (20,569,001) | |
Temporary Equity Additions [Abstract] | ||
Accretion of carrying value to redemption value | 39,754,835 | |
Class A Common Stock Subject to Possible Redemption | $ 402,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering [Line Items] | |
Common stock, description | Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Common Class A [Member] | Private Placement Warrants [Member] | |
Initial Public Offering [Line Items] | |
Shares issuable per warrant | 1 |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Sale of stock | 40,250,000 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Sale of stock | 5,250,000 |
Sale of stock price per unit (in Dollars per share) | $ / shares | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement [Member] | |
Private Placement [Line Items] | |
Aggregate purchase share | shares | 800,000 |
Per unit price (in Dollars per share) | $ / shares | $ 10 |
Aggregate purchase price (in Dollars) | $ 8,000,000 |
Sponsor [Member] | |
Private Placement [Line Items] | |
Aggregate purchase price (in Dollars) | 450,000 |
Cantor [Member] | |
Private Placement [Line Items] | |
Aggregate purchase price (in Dollars) | $ 350,000 |
Class A common stock | |
Private Placement [Line Items] | |
Warrant exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 07, 2021 | Oct. 06, 2020 | Sep. 28, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Related Party Transactions [Line Items] | ||||||||
Office rent per month | $ 15,000 | |||||||
Services fees | $ 45,000 | $ 135,000 | ||||||
Accrued expenses | $ 15,000 | 15,000 | $ 0 | |||||
Working capital loans | $ 1,500,000 | |||||||
Business Combination at price (in Dollars per share) | $ 10 | |||||||
Notes payable related parties | $ 0 | |||||||
Proposed Public Offering [Member] | Business Combination [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Related party transaction, description | 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”). The Note was non-interest bearing and was payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Note of $140,000 was repaid at the closing of the Initial Public Offering on January 12, 2021. | |||||||
Class B common stock | ||||||||
Related Party Transactions [Line Items] | ||||||||
Amount of sponsor paid | $ 25,000 | |||||||
Issuance of common stock to founder, shares (in Shares) | 10,062,500 | |||||||
Aggregate of shares subject to forfeiture (in Shares) | 1,312,500 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Related party transaction, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
SponsorMember | Franchse Fee And Formation Costs [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Advance from the sponsor | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting agreement, description | The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 35,000,000 Units sold in the Initial Public Offering, or $12,250,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,887,500. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
Underwriting cost | $ 1,000,000 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Line Items] | ||
Business combination,description | is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2021, there were 800,000 shares of Class A common stock issued and outstanding, excluding 40,250,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 10,062,500 shares of Class B common stock issued and outstanding.Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (excluding the Placement Units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock | ||
Stockholders' Equity [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock rights | Holders of Class A common stock are entitled to one vote for each share. | |
Common stock, shares issued | 800,000 | 0 |
Common stock, shares outstanding | 800,000 | 0 |
possible redemption (in Dollars) | $ 40,250,000 | |
Class B common stock | ||
Stockholders' Equity [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock rights | Holders of Class B common stock are entitled to one vote for each share. | |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Percentage of shares into converted basis | 20.00% |
Warrrant Liabilities - Addition
Warrrant Liabilities - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021shares | |
Warrrant Liabilities [Line Items] | |
Warrants, description. | Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. |
Warrant [Member] | |
Warrrant Liabilities [Line Items] | |
Warrants outstanding | 13,416,667 |
Private Placement [Member] | |
Warrrant Liabilities [Line Items] | |
Warrants outstanding | 266,667 |
Class A common stock | Business Combination [Member] | |
Warrrant Liabilities [Line Items] | |
Warrants, description. | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | ||
Assets held in trust account | $ 201,264,393 | $ 201,264,393 |
Treasury securities in cash | 1,223 | 1,223 |
Treasury bills | 201,316,438 | |
Estimated fair value | 14,892,000 | 14,892,000 |
Investments in marketable securities | $ 402,582,054 | $ 402,582,054 |
Fair Value Measurements - Sche
Fair Value Measurements - Schedule of company's gross holding gains and fair value of held-to-maturity securities (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of company's gross holding gains and fair value of held-to-maturity securities [Abstract] | |
Amortized Cost | $ 201,316,438 |
Gross Holding Gain (Loss) | 1,549 |
Fair Value | $ 201,317,987 |
Fair Value Measurements - Sc_2
Fair Value Measurements - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Level 1 [Member] | Money Market Funds [Member] | |
Fair Value Measurements [Line Items] | |
Investments | $ 201,264,393 |
Public Warrants [Member] | Level 1 [Member] | |
Fair Value Measurements [Line Items] | |
Warrant Liability | 11,806,667 |
Placement Warrants [Member] | Level 3 [Member] | |
Fair Value Measurements [Line Items] | |
Warrant Liability | $ 237,334 |
Fair Value Measurements - Sc_3
Fair Value Measurements - Schedule of quantitative information regarding Level 3 fair value measurements (Detail) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | |
Risk-free interest rate | 0.90% |
Expected term (years) | 5 years 6 months |
Expected volatility | 16.10% |
Exercise price | $ 11.50 |
Stock price | $ 9.77 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of changes in the fair value of the Level 3 warrant liabilities (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements [Line Items] | |
Change in fair value | $ (4,293,334) |
Warrant Liabilities [Member] | Level 3 [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 19,577,834 |
Transfers to Level 1 | (14,892,500) |
Change in fair value | (4,448,000) |
Fair value Ending | 237,334 |
Private Placement [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 392,000 |
Change in fair value | (154,666) |
Fair value Ending | 237,334 |
Public [Member] | |
Fair Value Measurements [Line Items] | |
Initial classification on January 12, 2021 (Initial Public Offering) | 19,185,834 |
Transfers to Level 1 | $ (14,892,500) |