Cover Page
Cover Page | Feb. 01, 2021 |
Document Information [Line Items] | |
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | (Amendment No. 1) |
Document Period End Date | Feb. 1, 2021 |
Entity Registrant Name | TLG Acquisition One Corp. |
Entity Central Index Key | 0001827871 |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-39948 |
Entity Tax Identification Number | 85-3310839 |
Entity Address, Address Line One | 515 North Flagler Drive |
Entity Address, Address Line Two | Suite 520 |
Entity Address, City or Town | West Palm Beach |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33401 |
City Area Code | 561 |
Local Phone Number | 945-8340 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Common Class A [Member] | |
Document Information [Line Items] | |
Trading Symbol | TLGA |
Security Exchange Name | NYSE |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Capital Units [Member] | |
Document Information [Line Items] | |
Trading Symbol | TLGA.U |
Security Exchange Name | NYSE |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third redeemable warrant |
Warrant [Member] | |
Document Information [Line Items] | |
Trading Symbol | TLG WS |
Security Exchange Name | NYSE |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at exercise price of $11.50 per share |
Condensed Balance Sheets
Condensed Balance Sheets | Feb. 01, 2021USD ($) |
Current assets: | |
Cash | $ 1,424,399 |
Prepaid expenses | 955,300 |
Total current assets | 2,379,699 |
Cash held in Trust Account | 400,000,000 |
Total Assets | 402,379,699 |
Current liabilities: | |
Accounts payable | 1,010,667 |
Accrued expenses | 85,000 |
Franchise tax payable | 17,974 |
Total current liabilities | 1,113,641 |
Derivative warrant liabilities | 38,400,000 |
Deferred underwriting commissions | 14,000,000 |
Total Liabilities | 53,513,641 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 shares issued and outstanding at redemption value of $10.00 per share | 400,000,000 |
Stockholders' Equity (Deficit): | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | |
Accumulated deficit | (51,134,942) |
Total stockholders' equity (deficit) | (51,134,942) |
Total Liabilities and Stockholders' Equity (Deficit) | 402,379,699 |
Common Class A [Member] | |
Stockholders' Equity (Deficit): | |
Common stock value | 0 |
Common Class F [Member] | |
Stockholders' Equity (Deficit): | |
Common stock value | $ 1,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | Feb. 01, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity, par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity, shares issued | 40,000,000 |
Temporary equity shares outstanding | 40,000,000 |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 200,000,000 |
Common Class F [Member] | |
Temporary equity shares outstanding | 1,250,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 20,000,000 |
Common stock shares issued | 10,000,000 |
Common stock shares outstanding | 10,000,000 |
Non Redeemable Class A Common Stock [Member] | |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Feb. 01, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of February 1, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through February 1, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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 the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (as defined in Note 5) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 1, 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, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of February 1, 2021, the Company had approximately $1.4 million in cash, but does not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover for certain offering costs in exchange for issuance of Founder Shares (as defined in Note 5), and loan from the Sponsor of approximately $192,000 under the Note (Note 5). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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 Working Capital Loans (as defined in Note 5) as may be required. Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Filed
Restatement of Previously Filed Balance Sheet | Feb. 01, 2021 |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Filed Balance Sheet | Note 2 – Restatement of Previously Filed Balance Sheet The Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to redemption in temporary equity and to classify its outstanding warrants as liabilities. In accordance with ASC 480-10-S99, Additionally, the Company reevaluated the accounting treatment of the redeemable warrants that were included in the Units issued by the Company in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants that were in the Private Placement (together with the Public Warrants, the “Warrants”). The Company previously classified the Warrants in stockholders’ equity. In further consideration of the guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in earnings and losses. In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recognized as a reduction in stockholders’ equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed balance sheet that contained the error, reported in the Company’s Form 8-K “Post-IPO Post-IPO Post-IPO The following tables summarize the effect of the restatement on each financial statement line item as of the date indicated: As of February 1, 2021 As Reported Adjustment As Restated Total assets $ 402,379,699 $ — $ 402,379,699 Total current liabilitie s $ 1,113,641 — $ 1,113,641 Deferred underwriting commissions 14,000,000 — 14,000,000 Derivative warrant liabilities — 38,400,000 38,400,000 Total liabilities $ 15,113,641 $ 38,400,000 $ 53,513,641 Class A common stock subject to possible redemption 382,266,050 17,733,950 400,000,000 Preferred stock — — — Class A common stock 177 (177 ) — Class F common stock 1,000 — 1,000 Additional paid-in 5,060,183 (5,060,183 ) — Accumulated deficit (61,352 ) (51,073,590 ) (51,134,942 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (56,133,950 ) $ (51,133,942 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 402,379,699 $ — $ 402,379,699 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | Feb. 01, 2021 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying audited financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At February 1, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of February 1, 2021. Cash Held in Trust Account At February 1, 2021, the Company had $400.0 million in cash held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 associated with derivative warrant liabilities were expensed as incurred. Offering costs associated with the Class A common stock were charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at February 1, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of February 1, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of February 1, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of February 1, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Feb. 01, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 4 - Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Feb. 01, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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 or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of February 1, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Feb. 01, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended |
Feb. 01, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders’ Equity Preferred Stock Class A Common Stock As of February 1, 2021, there were 40,000,000 shares of Class A common stock issued and outstanding, all of which are subject to possible redemption and classified in temporary equity (see Note 6) . Class F Common Stock The amended and restated certificate of incorporation will provide that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Warrants
Warrants | 4 Months Ended |
Feb. 01, 2021 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 8 — Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 4 Months Ended |
Feb. 01, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date on which the financial statement is issued. Based upon this review, other than the effects of the restatement described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | Feb. 01, 2021 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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. non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At February 1, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of February 1, 2021. |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 associated with derivative warrant liabilities were expensed as incurred. Offering costs associated with the Class A common stock were charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current |
Class A Common Shares Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at February 1, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of February 1, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of February 1, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of February 1, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Restatement of Previously Fil_2
Restatement of Previously Filed Balance Sheet (Tables) | Feb. 01, 2021 |
Prior Period Adjustment [Abstract] | |
Schedule Of Restatement Of Financial Statements | The following tables summarize the effect of the restatement on each financial statement line item as of the date indicated: As of February 1, 2021 As Reported Adjustment As Restated Total assets $ 402,379,699 $ — $ 402,379,699 Total current liabilitie s $ 1,113,641 — $ 1,113,641 Deferred underwriting commissions 14,000,000 — 14,000,000 Derivative warrant liabilities — 38,400,000 38,400,000 Total liabilities $ 15,113,641 $ 38,400,000 $ 53,513,641 Class A common stock subject to possible redemption 382,266,050 17,733,950 400,000,000 Preferred stock — — — Class A common stock 177 (177 ) — Class F common stock 1,000 — 1,000 Additional paid-in 5,060,183 (5,060,183 ) — Accumulated deficit (61,352 ) (51,073,590 ) (51,134,942 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (56,133,950 ) $ (51,133,942 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 402,379,699 $ — $ 402,379,699 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | Feb. 01, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 |
Restricted investments term | 185 days | |
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 |
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | 100.00% |
Lock in period for redemption of public shares after closing of IPO | 24 months | |
Minimum share price of the residual assets remaining available for distribution | $ / shares | $ 10 | |
Working capital (deficit) | $ 1,400,000 | $ 1,400,000 |
Private Placement Warrants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.50 | $ 1.50 |
Proceeds from issuance of warrants | $ 10,000,000 | $ 10,000,000 |
Sponsor [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ / shares | $ 10 | |
Proceeds from unsecured and non-interest bearing promissory note | $ 192,000 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Class of warrants and rights issued during the period | shares | 4,666,667 | 4,666,667 |
Sponsor [Member] | Founder shares [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from issuance of common stock | $ 25,000 | |
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Class of warrants and rights issued during the period | shares | 2,000,000 | 2,000,000 |
Public shares [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Share Price | $ / shares | $ 10 | $ 10 |
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | 100.00% |
Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of fair market value of target business to asset held in trust account | 80.00% | 80.00% |
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 |
Dissolution expense | $ 100,000 | |
Minimum [Member] | Definitive Agreement of Initial Business Combination [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of voting interests acquired | 50.00% | 50.00% |
Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Share Price | $ / shares | $ 10 | $ 10 |
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | 15.00% |
IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Payment to acquire restricted investments | $ 400,000,000 | |
Share Price | $ / shares | $ 10 | $ 10 |
IPO [Member] | Common Class A [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period shares | shares | 40,000,000 | |
Shares issued price per share | $ / shares | $ 10 | $ 10 |
Proceeds from issuance of IPO | $ 400,000,000 | |
Offering costs | 22,700,000 | |
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period shares | shares | 5,000,000 |
Restatement of Previously Fil_3
Restatement of Previously Filed Balance Sheet - Additional Information (Detail) | Feb. 01, 2021USD ($) |
Prior Period Adjustment [Abstract] | |
Net Tangible Assets Required For Consummation Of Business Combination | $ 5,000,001 |
Restatement of Previously Fil_4
Restatement of Previously Filed Balance Sheet - Schedule of Restatement of Financial Statements (Detail) | Feb. 01, 2021USD ($) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total Assets | $ 402,379,699 |
Liabilities and Stockholders' Equity: | |
Total current liabilities | 1,113,641 |
Deferred underwriting commissions | 14,000,000 |
Derivative warrant liabilities | 38,400,000 |
Total Liabilities | 53,513,641 |
Class A common stock subject to possible redemption | 400,000,000 |
Stockholders' Equity: | |
Preferred stock value | |
Accumulated deficit | (51,134,942) |
Total stockholders' equity (deficit) | (51,134,942) |
Total Liabilities and Stockholders' Equity (Deficit) | 402,379,699 |
Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total Assets | 402,379,699 |
Liabilities and Stockholders' Equity: | |
Total current liabilities | 1,113,641 |
Deferred underwriting commissions | 14,000,000 |
Total Liabilities | 15,113,641 |
Class A common stock subject to possible redemption | 382,266,050 |
Stockholders' Equity: | |
Preferred stock value | 0 |
Additional paid-in capital | 5,060,183 |
Accumulated deficit | (61,352) |
Total stockholders' equity (deficit) | 5,000,008 |
Total Liabilities and Stockholders' Equity (Deficit) | 402,379,699 |
Restatement Adjustments [Member] | |
Liabilities and Stockholders' Equity: | |
Derivative warrant liabilities | 38,400,000 |
Total Liabilities | 38,400,000 |
Class A common stock subject to possible redemption | 17,733,950 |
Stockholders' Equity: | |
Preferred stock value | 0 |
Additional paid-in capital | (5,060,183) |
Accumulated deficit | (51,073,590) |
Total stockholders' equity (deficit) | (56,133,950) |
Total Liabilities and Stockholders' Equity (Deficit) | 0 |
As Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total Assets | 402,379,699 |
Liabilities and Stockholders' Equity: | |
Total current liabilities | 1,113,641 |
Deferred underwriting commissions | 14,000,000 |
Derivative warrant liabilities | 38,400,000 |
Total Liabilities | 53,513,641 |
Class A common stock subject to possible redemption | 400,000,000 |
Stockholders' Equity: | |
Preferred stock value | 0 |
Accumulated deficit | (51,134,942) |
Total stockholders' equity (deficit) | (51,133,942) |
Total Liabilities and Stockholders' Equity (Deficit) | 402,379,699 |
Common Class A [Member] | |
Stockholders' Equity: | |
Common stock value | 0 |
Common Class A [Member] | Previously Reported [Member] | |
Stockholders' Equity: | |
Common stock value | 177 |
Common Class A [Member] | Restatement Adjustments [Member] | |
Stockholders' Equity: | |
Common stock value | (177) |
Common Class F [Member] | |
Stockholders' Equity: | |
Common stock value | 1,000 |
Common Class F [Member] | Previously Reported [Member] | |
Stockholders' Equity: | |
Common stock value | 1,000 |
Common Class F [Member] | As Restated [Member] | |
Stockholders' Equity: | |
Common stock value | $ 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Feb. 01, 2021USD ($)shares |
Accounting Policies [Line Items] | |
FDIC insured amount | $ 250,000 |
Cash equivalents, at carrying value | 0 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | 0 |
Cash held in Trust Account | $ 400,000,000 |
Common Class A [Member] | |
Accounting Policies [Line Items] | |
Temporary equity shares outstanding | shares | 40,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Feb. 01, 2021USD ($)$ / sharesshares | Feb. 01, 2021USD ($)$ / sharesshares |
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 |
Public Warrants [Member] | ||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.50 | $ 11.50 |
Common Class A [Member] | ||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). | |
Common Class A [Member] | Public Warrants [Member] | ||
Shares issuable per warrant | shares | 1 | 1 |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.50 | $ 11.50 |
Common Class A [Member] | IPO [Member] | ||
Stock issued during period shares | shares | 40,000,000 | |
Shares issued price per share | $ / shares | $ 10 | $ 10 |
Proceeds from issuance of IPO | $ 400,000,000 | |
Deferred underwriting commissions | 14,000,000 | $ 14,000,000 |
Offering costs | $ 22,700,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock issued during period shares | shares | 5,000,000 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 01, 2021 | Jan. 27, 2021 | Oct. 13, 2020 | Feb. 01, 2021 |
Related Party Transaction [Line Items] | ||||
Common stock, threshold percentage on conversion of shares | 20.00% | 20.00% | ||
Number of consecutive trading days for determining share price | 10 days | |||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | ||
Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 300,000 | |||
Debt instrument, interest rate, stated percentage | 0.00% | |||
Proceeds from related party debt | $ 192,000 | |||
Working Capital Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | ||
Debt instrument, convertible, conversion price | $ 1.50 | $ 1.50 | ||
Private Placement Warrants [Member] | ||||
Related Party Transaction [Line Items] | ||||
Class of warrants and rights issued price per warrant | $ 1.50 | $ 1.50 | ||
Proceeds from Issuance of Warrants | $ 10,000,000 | $ 10,000,000 | ||
Common Class F [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares outstanding | 10,000,000 | 10,000,000 | ||
Common Class F [Member] | Over-Allotment Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares outstanding | 1,250,000 | 1,250,000 | ||
Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | Private Placement Warrants [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares issuable per warrant | 1 | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | ||
Founder shares [Member] | Common Class F [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | |||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share transfer trigger price per share | $ 12 | $ 12 | ||
Number of consecutive trading days for determining share price | 20 days | |||
Number of trading days for determining share price | 30 days | |||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 7,000 | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Related Party Transaction [Line Items] | ||||
Class of warrants and rights issued during the period | 4,666,667 | 4,666,667 | ||
Sponsor [Member] | Common Class F [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock dividend per share | $ 0.15942029 | |||
Common stock, threshold percentage on conversion of shares | 20.00% | 20.00% | ||
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares outstanding | 1,250,000 | 1,250,000 | ||
Sponsor [Member] | Founder shares [Member] | Common Class F [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, value, issued for services | $ 25,000 | |||
Stock issued during period, shares, issued for services | 8,625,000 | |||
Stock transferred during the period, shares | 40,000 | |||
Common stock shares outstanding | 10,000,000 | |||
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||||
Related Party Transaction [Line Items] | ||||
Class of warrants and rights issued during the period | 2,000,000 | 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 01, 2021USD ($)shares | Feb. 01, 2021USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||
Underwriting discount paid per unit | $ / shares | $ 0.20 | |
Payments for underwriting expense | $ | $ 8,000,000 | |
Deferred underwriting commission per unit | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 14,000,000 | $ 14,000,000 |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Overallotment option | 45 days | |
Stock issued during period shares | shares | 5,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Feb. 01, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Preferred stock shares authorized | 1,000,000 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Percentage of ownership held by initial shareholders | 20.00% |
Minimum percentage of outstanding shareholders approval required for amendment | 90.00% |
Common stock, threshold percentage on conversion of shares | 20.00% |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock shares authorized | 200,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity shares outstanding | 40,000,000 |
Temporary equity shares issued | 40,000,000 |
Common Class F [Member] | |
Class of Stock [Line Items] | |
Common stock shares authorized | 20,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares issued | 10,000,000 |
Common stock shares outstanding | 10,000,000 |
Temporary equity shares outstanding | 1,250,000 |
Common Class F [Member] | Over-Allotment Option [Member] | |
Class of Stock [Line Items] | |
Common stock shares outstanding | 1,250,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | Feb. 01, 2021$ / shares | Feb. 01, 2021$ / shares |
Warrant Liability Disclosure [Line Items] | ||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days |
Number of consecutive trading days for determining share price | 10 days | |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Share Price | $ 9.20 | $ 9.20 |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Class of warrant or right, redemption price adjustment percentage | 115.00% | 115.00% |
Share Price More Than Or Equals To USD Eighteen [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Class of Warrants, Redemption Notice Period | 30 days | |
Share Price Less Than Or Equals To USD Eighteen [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Share Price | $ 10 | $ 10 |
Class of Warrants, Redemption Price Per Unit | 0.10 | $ 0.10 |
Class of Warrants, Redemption Notice Period | 30 days | |
Public Warrants [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days | |
Warrants Exercisable term from the Closing of IPO | 12 months | |
Minimum lock in period for SEC registration from date of business combination | 20 days | |
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | |
Class of warrant or right, exercise price of warrants or rights | 11.50 | $ 11.50 |
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Warrant Liability Disclosure [Line Items] | ||
Share Price | 18 | 18 |
Class of Warrants, Redemption Price Per Unit | $ 0.01 | $ 0.01 |
Class of Warrants, Redemption Notice Period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days |