Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 26, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39876 | |
Entity Registrant Name | Monument Circle Acquisition Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3252655 | |
Entity Address, Address Line One | One EMMIS Plaza, 40 Monument Circle,Suite 700 | |
Entity Address, City or Town | Indianapolis | |
Entity Address State Or Province | IN | |
Entity Address, Postal Zip Code | 46204 | |
City Area Code | (317) | |
Local Phone Number | 266-0100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001828325 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | MONCU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock | |
Trading Symbol | MON | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | MONCW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 855,525 | $ 34,012 | |
Prepaid expenses and other current assets | 455,209 | ||
Total current assets | 1,310,734 | 34,012 | |
Noncurrent Assets | |||
Deferred offering costs | 265,933 | ||
Cash and marketable securities held in trust account | 250,004,864 | ||
Total noncurrent assets | 250,004,864 | 265,933 | |
Total Assets | 251,315,598 | 299,945 | |
Current liabilities | |||
Accounts payable and accrued expenses | 121,388 | 3,237 | |
Accrued offering costs | 175,000 | ||
Promissory note - related party | 100,000 | ||
Total current liabilities | 121,388 | 278,237 | |
Noncurrent liabilities | |||
Warrant liability | 9,749,300 | ||
Deferred underwriting fee payable | 8,750,000 | ||
Total noncurrent liabilities | 18,499,300 | ||
Total Liabilities | 18,620,688 | 278,237 | |
Commitments and contingencies | |||
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 24,373 | ||
Retained earnings (accumulated deficit) | 4,999,162 | (3,292) | |
Total Stockholder's Equity | 5,000,010 | 21,708 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 251,315,598 | 299,945 | |
Class B Common Stock Subject to Redemption | |||
Noncurrent liabilities | |||
Class A common stock subject to possible redemption, 22,769,490 shares at $10.00 redemption value at March 31, 2021. No shares issued and outstanding at December 31, 2020. | 227,694,900 | ||
Class A Common Stock Not Subject to Redemption | |||
Stockholders' Equity | |||
Common stock | 223 | ||
Total Stockholder's Equity | 223 | ||
Class B Common Stock | |||
Stockholders' Equity | |||
Common stock | [1] | 625 | 627 |
Total Stockholder's Equity | $ 625 | $ 627 | |
[1] | Shares issued and outstanding as of December 31, 2020 included an aggregate of up to 817,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In January 2021, 17,500 shares of Class B common stock were forfeited (see Note 5). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Over-allotment option | |
Maximum shares subject to forfeiture | 70,000 |
Class A Common Stock | |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock Subject to Redemption | |
Temporary equity, shares outstanding | 22,769,490 |
Purchase price, per unit | $ / shares | $ 10 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 240,000,000 |
Common shares, shares issued | 2,230,510 |
Common shares, shares outstanding | 2,230,510 |
Temporary equity, shares outstanding | 22,769,490 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 60,000,000 |
Common shares, shares issued | 6,250,000 |
Common shares, shares outstanding | 6,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operational costs | $ 252,785 |
Loss from operations | (252,785) |
Other income: | |
Change in fair value of warrant liabilities | 8,521,500 |
Transaction costs allocated to warrant liabilities | (683,466) |
Interest earned on cash and marketable securities held in trust account | 4,864 |
Other income, net | 7,842,898 |
Net income | $ 7,590,113 |
Class B Common Stock Subject to Redemption | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 6,081,111 |
Basic and diluted net loss per common share | $ / shares | $ 1.25 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock Not Subject to Redemption | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 31, 2020 | $ 627 | $ 24,373 | $ (3,292) | $ 21,708 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,267,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and fair value of Public Warrants (in shares) | 25,000,000 | ||||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and fair value of Public Warrants | $ 2,500 | 224,673,889 | 0 | 224,676,389 | |
Cash paid in excess of fair value for Private Placement Warrants | 406,700 | 0 | 406,700 | ||
Forfeiture of Founder Shares | $ (2) | 2 | 0 | ||
Forfeiture of Founder Shares (in shares) | (17,500) | ||||
Initail reclassification of Class A common stock subject to redemption to mezzanine | $ (2,277) | (225,104,964) | (2,587,659) | (227,694,900) | |
Initial reclassification of Class A common stock subject to redemption to mezzanine (in shares) | (22,769,490) | ||||
Net income | 0 | 7,590,113 | 7,590,113 | ||
Balance at the end at Mar. 31, 2021 | $ 223 | $ 625 | $ 0 | $ 4,999,162 | $ 5,000,010 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,230,510 | 6,250,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Jan. 31, 2021 | Dec. 31, 2020 |
Maximum Common Stock Shares Subject To Forfeiture | 817,500 | |
Class B Common Stock | ||
Maximum Common Stock Shares Subject To Forfeiture | 17,500 | 817,500 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 7,590,113 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (8,521,500) |
Transaction costs allocated to warrant liabilities | 683,466 |
Interest earned on cash and marketable securities held in trust account | (4,864) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (455,209) |
Accounts payable and accrued expenses | 118,150 |
Net cash used in operating activities | (589,844) |
Cash Flows used in Investing Activities: | |
Investment of cash into trust account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 |
Proceeds from sale of Private Placements Warrants | 7,000,000 |
Repayment of promissory note - related party | (100,000) |
Payment of offering costs | (488,643) |
Net cash provided by financing activities | 251,411,357 |
Net Change in Cash | 821,513 |
Cash - Beginning of period | 34,012 |
Cash - End of period | 855,525 |
Non-cash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redemption, as corrected | 219,421,940 |
Change in value of Class A common stock subject to possible redemption | 8,272,960 |
Deferred underwriting fee payable | $ 8,750,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Monument Circle Acquisition Corp. (the “Company”) was incorporated in Delaware on September 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (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 early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021 the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,200,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Monument Circle Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4. Transaction costs amounted to $14,329,577, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $579,577 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States 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 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 certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the 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. 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 anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules). If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated 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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, 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 will provide 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% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination by January 19, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify 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 within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholder’s 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. However, if the Sponsor acquires 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. The Company will have until January 19, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within 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 pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as the stockholder (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholder and the Company’s board of directors, dissolve and liquidate, subject in each case 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 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K, as filed with the SEC on March 31, 2021. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or for any future periods. Correction of Previously Issued Financial Statement As discussed in Note 1, Note 3 and Note 4, on January 19, 2021, the Company consummated its initial public offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one-half of one redeemable warrant, resulting in 12,500,000 Public Warrants outstanding. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,000,000. Transaction costs amounted to $14,329,577, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $579,577 of other offering costs. On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. In its balance sheet as of January 19, 2021, filed on Form 8-K on January 25, 2021, the Company classified its Private Placement Warrants and Public Warrants (collectively, the “Warrants”) as equity. For a full description of the Company’s Warrants, please refer to the Company’s final prospectus filed in connection with its initial public offering on January 19, 2021 (“Final Prospectus”). The SEC’s Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration of the guidance in the Public Statement, while the terms and quantum of the Warrants as described in the Final Prospectus have not changed, the Company concluded the Warrants do not meet the conditions to be classified in equity and instead, the Warrants meet the definition of a derivative under ASC 815, under which the Company should record the Warrants as liabilities on the Company’s balance sheet, which is how the Warrants are reflected in these condensed consolidated financial statements. In addition, a pro rata portion of offering costs were allocated to the Warrants and expensed. The impact this treatment of the Warrants would have had on the Company’s balance sheet as of January 19, 2021 is as follows: As of January 19, 2021 As Reported Adjustment As Adjusted ASSETS Current assets Cash $ 1,500,409 — $ 1,500,409 Prepaid expenses and other current assets 22,000 — 22,000 Total current assets 1,522,409 — 1,522,409 Cash held in trust account 250,000,000 — 250,000,000 Total Assets $ 251,522,409 — $ 251,522,409 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 2,571 — $ 2,571 Accrued offering costs 77,095 — 77,095 Total current liabilities 79,666 — 79,666 Noncurrent liabilities Noncurrent warrant liability — 18,270,800 (a) 18,270,800 Deferred underwriting fee payable 8,750,000 — 8,750,000 Total noncurrent liabilities 8,750,000 18,270,800 27,020,800 Total Liabilities 8,829,666 18,270,800 27,100,466 Commitments and contingencies Class A common stock subject to possible redemption 237,692,740 (18,270,800) (a) 219,421,940 Stockholders' Equity Preferred stock — — Class A common stock 123 183 (a) 306 Class B common stock 625 — 625 Additional paid in capital 5,001,935 683,283 (a), (b) 5,685,218 Accumulated deficit (2,680) (683,466) (b) (686,146) Total Stockholders' Equity 5,000,003 — 5,000,003 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 251,522,409 $ — $ 251,522,409 (a) Reclassify fair value of warrant liability as of January 19, 2021 and associated par value adjustment for reclassification of Class A common stock subject to possible redemption (b) Adjustment to expense a pro rata share of initial public offering costs that were attributable to the noncurrent warrant liability. 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 of 2002 (“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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The estimated value of our warrants is a significant estimate included in these financial statements. 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in a mutual fund that solely invests in short-term US Treasury debt. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,646,111 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $683,466 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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, 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 condensed balance sheet. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. The Private Placement Warrants are valued using a Modified Black Scholes Model. 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. At March 31, 2021 and December 31, 2020, the Company’s deferred tax assets were deemed to be de minimis. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The change in fair value of the warrant liability is a permanent difference. During the three months ended March 31, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three months ended March 31, 2021 was 0%, which differs from the statutory tax rate due to the start-up costs, which are not currently deductible, and permanent differences. 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 no Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,500,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of any applicable income taxes or franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 4,864 Less: Income and Franchise Tax (4,864) Redeemable Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,590,133 Redeemable Net Earnings — Non-Redeemable Net Earnings $ 7,590,133 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 6,081,111 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 1.25 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage 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 820, “Fair Value Measurement,” but excluding the Company’s warrant liability, approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,200,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $7,000,000 from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In January, 2021, 25,000 Founder Shares were purchased by each of our three independent directors at a purchase price of $0.004 per share. The independent directors paid $300 in the aggregate for the 75,000 shares. In January 2021, the Company effected a 0.09 for 1 stock dividend for each share of Class B common stock, resulting in 6,267,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 817,500 shares of Class B common stock that were subject to forfeiture. Given the partial exercise of the underwriter’s overallotment, 800,000 shares are no longer subject to forfeiture and 17,500 Founder Shares were forfeited, resulting in the Founder Shares collectively representing 20% of the Company’s issued and outstanding shares. The Sponsor has 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 a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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 Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on January 13, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $23,871 in fees for these services. Promissory Note - Related Party On October 2, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2020, the outstanding balance under the Promissory Note was $100,000, which was repaid at the closing of the Initial Public Offering on January 19, 2021. Related Party Loans 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 warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At March 31, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,270,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 3,200,000 Units, and forfeit 70,000 Units, no Units remain available for purchase. The underwriters were paid $0.20 per Unit or $5,000,000 upon the IPO and are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDER’S EQUITY Preferred Stock— Class A Common Stock— outstanding Class B Common Stock— outstanding issued Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholder except as otherwise required by law. The shares of Class B common stock will automatically convert into 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 sold 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 anti-dilution 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 total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed 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 in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company. Warrants— The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption for Warrants for Cash. ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the closing price of our 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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, except as described below, the warrants will not be adjusted for issuances 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 a 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 its 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination 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 volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2021, there were 12,500,000 Public Warrants and 7,000,000 Private Placement Warrants outstanding. As of December 31, 2020, no warrants were outstanding. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS 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. At March 31, 2021, assets held in the Trust Account were comprised of $250,004,864 in money market funds which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company has not withdrawn any of the interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level March 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 250,004,864 Liabilities: Warrant Liability – Public Warrants 1 $ 6,250,000 Warrant Liability – Private Placement Warrants 3 $ 3,499,300 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Initial measurement on January 19, 2021 $ 6,593,300 $ 11,677,500 $ 18,270,800 Change in valuation inputs or other assumptions (3,094,000) (5,427,500) (8,521,500) Fair value as of March 31, 2020 $ 3,499,300 $ 6,250,000 $ 9,749,300 The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MONCW. The quoted price of the Public Warrants was $0.50 per warrant as of March 31, 2021. The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Company recorded $18,270,800 for the derivative warrant liabilities upon their issuance on January 19, 2021. For the three months ended March 31, 2021, the Company recognized income in its statement of operations resulting from a decrease in the fair value of warrant liabilities of $8,521,500, presented as change in fair value of warrant liabilities in the accompanying condensed statement of operations. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The primary unobservable input of the Modified Black Scholes Option Pricing Model utilized to determine the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of January 19, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants as of January 19, 2021, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. The following table provides quantitative information regarding Level 3 fair value measurements inputs as of their measurement dates: March 31, 2021 January 19, 2021 Volatility 11.8 % 17.6 % Probability of completing a Business Combination 70.0 % 70.0 % Expected life of the options to convert 4.8 5.0 Risk-free rate 0.87 % 0.70 % Dividend yield 0.0 % 0.0 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any 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) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K, as filed with the SEC on March 31, 2021. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or for any future periods. |
Correction of Previously Issued Financial Statement | Correction of Previously Issued Financial Statement As discussed in Note 1, Note 3 and Note 4, on January 19, 2021, the Company consummated its initial public offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one-half of one redeemable warrant, resulting in 12,500,000 Public Warrants outstanding. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,000,000. Transaction costs amounted to $14,329,577, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $579,577 of other offering costs. On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. In its balance sheet as of January 19, 2021, filed on Form 8-K on January 25, 2021, the Company classified its Private Placement Warrants and Public Warrants (collectively, the “Warrants”) as equity. For a full description of the Company’s Warrants, please refer to the Company’s final prospectus filed in connection with its initial public offering on January 19, 2021 (“Final Prospectus”). The SEC’s Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration of the guidance in the Public Statement, while the terms and quantum of the Warrants as described in the Final Prospectus have not changed, the Company concluded the Warrants do not meet the conditions to be classified in equity and instead, the Warrants meet the definition of a derivative under ASC 815, under which the Company should record the Warrants as liabilities on the Company’s balance sheet, which is how the Warrants are reflected in these condensed consolidated financial statements. In addition, a pro rata portion of offering costs were allocated to the Warrants and expensed. The impact this treatment of the Warrants would have had on the Company’s balance sheet as of January 19, 2021 is as follows: As of January 19, 2021 As Reported Adjustment As Adjusted ASSETS Current assets Cash $ 1,500,409 — $ 1,500,409 Prepaid expenses and other current assets 22,000 — 22,000 Total current assets 1,522,409 — 1,522,409 Cash held in trust account 250,000,000 — 250,000,000 Total Assets $ 251,522,409 — $ 251,522,409 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 2,571 — $ 2,571 Accrued offering costs 77,095 — 77,095 Total current liabilities 79,666 — 79,666 Noncurrent liabilities Noncurrent warrant liability — 18,270,800 (a) 18,270,800 Deferred underwriting fee payable 8,750,000 — 8,750,000 Total noncurrent liabilities 8,750,000 18,270,800 27,020,800 Total Liabilities 8,829,666 18,270,800 27,100,466 Commitments and contingencies Class A common stock subject to possible redemption 237,692,740 (18,270,800) (a) 219,421,940 Stockholders' Equity Preferred stock — — Class A common stock 123 183 (a) 306 Class B common stock 625 — 625 Additional paid in capital 5,001,935 683,283 (a), (b) 5,685,218 Accumulated deficit (2,680) (683,466) (b) (686,146) Total Stockholders' Equity 5,000,003 — 5,000,003 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 251,522,409 $ — $ 251,522,409 (a) Reclassify fair value of warrant liability as of January 19, 2021 and associated par value adjustment for reclassification of Class A common stock subject to possible redemption (b) Adjustment to expense a pro rata share of initial public offering costs that were attributable to the noncurrent warrant liability. |
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 of 2002 (“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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The estimated value of our warrants is a significant estimate included in these financial statements. |
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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in a mutual fund that solely invests in short-term US Treasury debt. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,646,111 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $683,466 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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, 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 condensed balance sheet. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. The Private Placement Warrants are valued using a Modified Black Scholes Model. |
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. At March 31, 2021 and December 31, 2020, the Company’s deferred tax assets were deemed to be de minimis. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The change in fair value of the warrant liability is a permanent difference. During the three months ended March 31, 2021, the Company recorded no income tax expense. The Company’s effective tax rate for three months ended March 31, 2021 was 0%, which differs from the statutory tax rate due to the start-up costs, which are not currently deductible, and permanent differences. 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 no |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,500,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of any applicable income taxes or franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 4,864 Less: Income and Franchise Tax (4,864) Redeemable Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,590,133 Redeemable Net Earnings — Non-Redeemable Net Earnings $ 7,590,133 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 6,081,111 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 1.25 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage 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 820, “Fair Value Measurement,” but excluding the Company’s warrant liability, approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of revisions to opening audited balance sheet | The impact this treatment of the Warrants would have had on the Company’s balance sheet as of January 19, 2021 is as follows: As of January 19, 2021 As Reported Adjustment As Adjusted ASSETS Current assets Cash $ 1,500,409 — $ 1,500,409 Prepaid expenses and other current assets 22,000 — 22,000 Total current assets 1,522,409 — 1,522,409 Cash held in trust account 250,000,000 — 250,000,000 Total Assets $ 251,522,409 — $ 251,522,409 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 2,571 — $ 2,571 Accrued offering costs 77,095 — 77,095 Total current liabilities 79,666 — 79,666 Noncurrent liabilities Noncurrent warrant liability — 18,270,800 (a) 18,270,800 Deferred underwriting fee payable 8,750,000 — 8,750,000 Total noncurrent liabilities 8,750,000 18,270,800 27,020,800 Total Liabilities 8,829,666 18,270,800 27,100,466 Commitments and contingencies Class A common stock subject to possible redemption 237,692,740 (18,270,800) (a) 219,421,940 Stockholders' Equity Preferred stock — — Class A common stock 123 183 (a) 306 Class B common stock 625 — 625 Additional paid in capital 5,001,935 683,283 (a), (b) 5,685,218 Accumulated deficit (2,680) (683,466) (b) (686,146) Total Stockholders' Equity 5,000,003 — 5,000,003 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 251,522,409 $ — $ 251,522,409 (a) Reclassify fair value of warrant liability as of January 19, 2021 and associated par value adjustment for reclassification of Class A common stock subject to possible redemption (b) Adjustment to expense a pro rata share of initial public offering costs that were attributable to the noncurrent warrant liability. |
Reconciliation of Net Loss per Common Share | Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 4,864 Less: Income and Franchise Tax (4,864) Redeemable Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 25,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ — Non-Redeemable Class B Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,590,133 Redeemable Net Earnings — Non-Redeemable Net Earnings $ 7,590,133 Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 6,081,111 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 1.25 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Level March 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 250,004,864 Liabilities: Warrant Liability – Public Warrants 1 $ 6,250,000 Warrant Liability – Private Placement Warrants 3 $ 3,499,300 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Warrants Public Warrants Warrant Liabilities Initial measurement on January 19, 2021 $ 6,593,300 $ 11,677,500 $ 18,270,800 Change in valuation inputs or other assumptions (3,094,000) (5,427,500) (8,521,500) Fair value as of March 31, 2020 $ 3,499,300 $ 6,250,000 $ 9,749,300 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 31, 2021 January 19, 2021 Volatility 11.8 % 17.6 % Probability of completing a Business Combination 70.0 % 70.0 % Expected life of the options to convert 4.8 5.0 Risk-free rate 0.87 % 0.70 % Dividend yield 0.0 % 0.0 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jan. 19, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Sep. 29, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placements Warrants | $ 7,000,000 | ||||
Transaction Costs | $ 14,329,577 | $ 14,329,577 | 683,466 | ||
Other offering costs | 579,577 | 579,577 | |||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | 8,750,000 | ||
Underwriting fees | 5,000,000 | $ 5,000,000 | |||
Cash held outside the Trust Account | $ 1,500,409 | 855,525 | $ 34,012 | ||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 250,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 15 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and fair value of Public Warrants (in shares) | shares | 25,000,000 | 25,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 250,000,000 | $ 250,000,000 | |||
Payments for investment of cash in Trust Account | $ 250,000,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 7,000,000 | ||||
Proceeds from sale of Private Placements Warrants | $ 7,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 7,000,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placements Warrants | $ 7,000,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of 25,000,000 Units, net of underwriting discounts, offering expenses and fair value of Public Warrants (in shares) | shares | 3,200,000 | 3,200,000 | |||
Purchase price, per unit | $ / shares | $ 10 | ||||
Deferred underwriting fee payable | $ 3,270,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Oct. 31, 2020 | |
Unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Statutory tax rate (as a percent) | 0.00% | |
Anti-dilutive securities attributable to warrants (in shares) | 19,500,000 | |
Class B Common Stock | ||
Shares subject to forfeiture | 817,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Jan. 19, 2021 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Reclassification [Line Items] | ||||
Class of warrant outstanding | 0 | |||
Proceeds from sale of Private Placements Warrants | $ 7,000,000 | |||
Transaction costs allocated to warrant liabilities | $ 14,329,577 | $ 14,329,577 | 683,466 | |
Underwriting fees | 5,000,000 | 5,000,000 | ||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | 8,750,000 | |
Other offering costs | $ 579,577 | $ 579,577 | ||
Initial Public Offering | ||||
Reclassification [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 25,000,000 | 25,000,000 | ||
Purchase price, per unit | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 250,000,000 | $ 250,000,000 | ||
Offering costs | $ 13,646,111 | |||
Over-allotment option | ||||
Reclassification [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,200,000 | 3,200,000 | ||
Purchase price, per unit | $ 10 | |||
Deferred underwriting fee payable | $ 3,270,000 | |||
Private Placement | ||||
Reclassification [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,000,000 | |||
Number of warrants in a unit | 1 | |||
Proceeds from sale of Private Placements Warrants | $ 7,000,000 | |||
Public Warrants | ||||
Reclassification [Line Items] | ||||
Class of warrant outstanding | 12,500,000 | 12,500,000 | ||
Offering costs | $ 683,466 | |||
Public Warrants | Initial Public Offering | ||||
Reclassification [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Opening Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | ||
Current assets | ||||||
Cash | $ 855,525 | $ 1,500,409 | $ 34,012 | |||
Prepaid expenses and other current assets | 455,209 | 22,000 | ||||
Total current assets | 1,310,734 | 1,522,409 | 34,012 | |||
Cash and marketable securities held in trust account | 250,004,864 | 250,000,000 | ||||
Deferred offering costs | 265,933 | |||||
Total Assets | 251,315,598 | 251,522,409 | 299,945 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accrued offering costs | 77,095 | 175,000 | ||||
Accounts payable and accrued expenses | 121,388 | 2,571 | 3,237 | |||
Total current liabilities | 121,388 | 79,666 | 278,237 | |||
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | $ 8,750,000 | |||
Warranty liability | 18,270,800 | |||||
Promissory note - related party | 100,000 | |||||
Total noncurrent liabilities | 18,499,300 | 8,750,000 | ||||
Total Liabilities | 18,620,688 | 8,829,666 | 278,237 | |||
Commitments and contingencies | ||||||
Class A common stock subject to possible redemption, 22,769,490 shares at $10.00 redemption value at March 31, 2021. No shares issued and outstanding at December 31, 2020. | 237,692,740 | |||||
Stockholders' Equity | ||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||
Additional paid-in capital | 5,001,935 | 24,373 | ||||
Retained earnings (accumulated deficit) | 4,999,162 | (2,680) | (3,292) | |||
Total Stockholder's Equity | 5,000,010 | 5,000,003 | 21,708 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 251,315,598 | 251,522,409 | 299,945 | |||
Class A Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock | 123 | |||||
Class B Common Stock Subject to Redemption | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Class A common stock subject to possible redemption, 22,769,490 shares at $10.00 redemption value at March 31, 2021. No shares issued and outstanding at December 31, 2020. | 227,694,900 | |||||
Class A Common Stock Not Subject to Redemption | ||||||
Stockholders' Equity | ||||||
Common stock | 223 | |||||
Total Stockholder's Equity | 223 | |||||
Class B Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock | 625 | [1] | 625 | 627 | [1] | |
Total Stockholder's Equity | $ 625 | $ 627 | ||||
As Adjusted | ||||||
Current assets | ||||||
Cash | 1,500,409 | |||||
Prepaid expenses and other current assets | 22,000 | |||||
Total current assets | 1,522,409 | |||||
Cash and marketable securities held in trust account | 250,000,000 | |||||
Total Assets | 251,522,409 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accrued offering costs | 77,095 | |||||
Accounts payable and accrued expenses | 2,571 | |||||
Total current liabilities | 79,666 | |||||
Deferred underwriting fee payable | 8,750,000 | |||||
Warranty liability | 18,270,800 | |||||
Total noncurrent liabilities | 27,020,800 | |||||
Total Liabilities | 27,100,466 | |||||
Class A common stock subject to possible redemption, 22,769,490 shares at $10.00 redemption value at March 31, 2021. No shares issued and outstanding at December 31, 2020. | 219,421,940 | |||||
Stockholders' Equity | ||||||
Additional paid-in capital | 5,685,218 | |||||
Retained earnings (accumulated deficit) | (686,146) | |||||
Total Stockholder's Equity | 5,000,003 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 251,522,409 | |||||
As Adjusted | Class A Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock | 306 | |||||
As Adjusted | Class B Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock | 625 | |||||
Adjustment | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Warranty liability | 18,270,800 | |||||
Total noncurrent liabilities | 18,270,800 | |||||
Total Liabilities | 18,270,800 | |||||
Class A common stock subject to possible redemption, 22,769,490 shares at $10.00 redemption value at March 31, 2021. No shares issued and outstanding at December 31, 2020. | (18,270,800) | |||||
Stockholders' Equity | ||||||
Additional paid-in capital | 683,283 | |||||
Retained earnings (accumulated deficit) | (683,466) | |||||
Adjustment | Class A Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock | $ 183 | |||||
[1] | Shares issued and outstanding as of December 31, 2020 included an aggregate of up to 817,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. In January 2021, 17,500 shares of Class B common stock were forfeited (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Net Income | $ 7,590,113 |
Class B Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 6,081,111 |
Basic and diluted net loss per common share | $ / shares | $ 1.25 |
Redeemable Class A Common Stock | |
Weighted average shares outstanding, basic and diluted | shares | 25,000,000 |
Redeemable Class A Common Stock | Adjustment | |
Interest Income | $ 4,864 |
Less: Income and Franchise Tax | $ (4,864) |
Weighted average shares outstanding, basic and diluted | shares | 25,000,000 |
Non-Redeemable Class B Common Stock | Adjustment | |
Net Income | $ 7,590,133 |
Non-Redeemable Net Earnings | $ 7,590,133 |
Weighted average shares outstanding, basic and diluted | shares | 6,081,111 |
Basic and diluted net loss per common share | $ / shares | $ 1.25 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Jan. 19, 2021 | Oct. 31, 2020 | Mar. 31, 2021 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 25,000,000 | 25,000,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 3,200,000 | 3,200,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 19, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 7,000,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 7,000,000 | |
Aggregate purchase price | $ 7,000,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 7,000,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 7,000,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Oct. 31, 2020D$ / sharesshares | Sep. 26, 2020USD ($)shares | Jan. 31, 2021shares | Oct. 31, 2020USD ($)shares |
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 817,500 | 817,500 | ||
Class B Common Stock | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Aggregate number of shares owned | 800,000 | |||
Shares subject to forfeiture | 17,500 | |||
Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Share dividend | 0.09 | |||
Founder Shares | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 6,267,500 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share dividend | 25,000 | |||
Aggregate number of shares owned | 0.004 | 0.004 | ||
Aggregate value of shares owned | $ | $ 300 | |||
Shares subject to forfeiture | 75,000 | 75,000 | ||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Oct. 02, 2020 |
Related Party Transaction [Line Items] | ||||
Repayment of promissory note - related party | $ 100,000 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Repayment of promissory note - related party | $ 100,000 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Expenses incurred and paid | 23,871 | |||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)item$ / sharesshares | Jan. 31, 2021shares | Jan. 19, 2021USD ($) |
Maximum number of demands for registration of securities | item | 3 | |||
Maximum shares subject to forfeiture | shares | 817,500 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |||
Underwriter cash discount | $ 5,000,000 | |||
Aggregate underwriter cash discount | $ 8,750,000 | |||
Underwriting agreement options granted period | 45 days | |||
Over-allotment option | ||||
Maximum shares subject to forfeiture | shares | 70,000 | |||
Units Issued During Period, Shares, New Issues | shares | 3,200,000 | 3,200,000 | ||
Deferred underwriting fee payable | $ 3,270,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2021shares | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 26, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||||
Founder shares forfeited | 17,500 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class B Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, issued (in shares) | 0 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 22,769,490 | 0 | ||
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 240,000,000 | 240,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 2,230,510 | |||
Common shares, shares outstanding (in shares) | 2,230,510 | 0 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 22,769,490 | 22,769,490 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 60,000,000 | 60,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 6,250,000 | 6,267,500 | ||
Common shares, shares outstanding (in shares) | 6,250,000 | 6,267,500 | ||
Ratio to be applied to the stock in the conversion | 20 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) | 3 Months Ended | |||
Mar. 31, 2021Ditem$ / sharesshares | Jan. 19, 2021shares | Dec. 31, 2020shares | Oct. 31, 2020shares | |
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 0 | |||
Class B Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Shares subject to forfeiture | 817,500 | |||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Maximum period after business combination in which to file registration statement | 15 days | |||
Period of time within which registration statement is expected to become effective | 60 days | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 7,000,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise period condition one | 30 days | |||
Warrant exercise period condition two | 12 months | |||
Public Warrants expiration term | 5 years | |||
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |||
Trading period after business combination used to measure dilution of warrant | item | 20 | |||
Warrant exercise price adjustment multiple | 115 | |||
Warrant redemption price adjustment multiple | 180 | |||
Restrictions on transfer period of time after business combination completion | 30 days | |||
Class of Warrant or Right, Outstanding | 12,500,000 | 12,500,000 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant redemption condition minimum share price | $ / shares | $ 18 | |||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |||
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Jan. 19, 2021 |
Assets: | ||
Cash and marketable securities held in Trust Account | $ 250,004,864 | $ 250,000,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 18,270,800 | |
U.S. Treasury Securities | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 250,004,864 | |
Level 1 | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 6,250,000 | |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 250,004,864 | |
Level 3 | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 3,499,300 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Jan. 19, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Warranty liability | $ 18,270,800 | ||
Change in fair value of warrant liabilities | $ (8,521,500) | ||
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Price of warrants | $ 0.50 | $ 0.50 | |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial measurement on January 19, 2021 | $ 18,270,800 | ||
Change in valuation inputs or other assumptions | (8,521,500) | ||
Warrant liabilities at end of period | $ 9,749,300 | $ 9,749,300 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Mar. 31, 2021Y | Jan. 19, 2021Y |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.8 | 17.6 |
Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 70 | 70 |
Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 4.8 | 5 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.87 | 0.70 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |