Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | CBRE ACQUISITION HOLDINGS, INC. |
Entity Central Index Key | 0001828723 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 391,397 | $ 625,916 |
Prepaid and other current assets | 1,326,762 | 1,447,037 |
Total Current Assets | 1,718,159 | 2,072,953 |
Assets held in Trust Account | 402,510,957 | 402,501,008 |
Total Assets | 404,229,116 | 404,573,961 |
Current Liabilities: | ||
Accounts payable | 0 | 4,835 |
Due to related party | 15,991 | 6,144 |
Franchise tax payable | 100,000 | 26,218 |
Accrued expenses | 2,186,170 | 96,850 |
Total Current Liabilities | 2,302,161 | 134,047 |
Deferred underwriting commission | 14,087,500 | 14,087,500 |
Sponsor promissory note | 1,100,000 | |
Redeemable warrant liability | 10,867,500 | 18,716,250 |
Total Liabilities | 28,357,161 | 32,937,797 |
Total Liabilities | 14,221,547 | |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, 40,250,000 shares at a redemption value of $10.00 per share | 402,510,957 | 402,501,008 |
Class A common stock subject to possible redemption, 38,535,241 shares at December 31, 2020 at a redemption value of $10.00 per share | 385,352,413 | |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (26,639,203) | (30,865,045) |
Accumulated deficit | (295,743) | |
Total Stockholders' Deficit | (26,639,002) | (30,864,844) |
Total Stockholders Equity | 5,000,001 | |
Total Liabilities and Stockholders' Deficit | 404,229,116 | 404,573,961 |
Common Class A [Member] | ||
Stockholders' Equity (Deficit) | ||
Common Stock, Value | ||
Common Class B [Member] | ||
Stockholders' Equity (Deficit) | ||
Common Stock, Value | $ 201 | $ 201 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 40,250,000 | 40,250,000 |
Temporary equity shares outstanding | 38,535,241 | |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 250,000,000 | 250,000,000 |
Common stock shares issued | 1,714,759 | |
Common stock shares outstanding | 1,714,759 | |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 2,012,500 | 2,012,500 |
Common stock shares outstanding | 2,012,500 | 2,012,500 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Operating expenses | $ 270,533 | $ 3,522,908 |
Franchise tax expense | 26,218 | 100,000 |
Loss from operations | 296,751 | 3,622,908 |
Other income (expense): | ||
Change in fair value of redeemable warrant liability | 7,848,750 | |
Interest income earned on assets held in Trust Account | 1,008 | 9,949 |
Income (loss) before income tax expense | (295,743) | 4,235,791 |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ (295,743) | $ 4,235,791 |
Common Class A [Member] | ||
Other income (expense): | ||
Weighted-average shares outstanding | 8,553,125 | 40,250,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.10 |
Common Class B [Member] | ||
Other income (expense): | ||
Weighted-average shares outstanding | 1,484,249 | 2,012,500 |
Basic and diluted net income (loss) per share | $ (0.20) | $ 0.10 |
Statement of Changes In Stockho
Statement of Changes In Stockholders' Deficit - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |
Beginning Balance at Oct. 12, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (in Shares) at Oct. 12, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor, net of forfeiture, at $0.0001 per share (Amount) | [1] | 25,100 | $ 201 | 24,899 | ||
Issuance of Class B common stock to Sponsor, net of forfeiture, at $0.0001 per share (in Shares) | [1] | 2,012,500 | ||||
Sale of Private Placement Warrants to Sponsor | 11,050,000 | 11,050,000 | ||||
Proceeds from initial public offering of units on December 10, 2020 at $10.00 per unit (Amount) | 402,500,000 | $ 4,025 | 402,495,975 | |||
Proceeds from initial public offering of units on December 10, 2020 at $10.00 per unit (Share) | 40,250,000 | |||||
Offering costs | (22,926,943) | (22,926,943) | ||||
Class A common stock subject to possible redemption (Amount) | (385,352,413) | $ (3,854) | (385,348,559) | |||
Class A common stock subject to possible redemption (Share) | (38,535,241) | |||||
Net income (loss) | (295,743) | (295,743) | ||||
Ending Balance at Dec. 31, 2020 | (30,864,844) | $ 0 | $ 201 | 0 | (30,865,045) | |
Ending Balance (in Shares) at Dec. 31, 2020 | 0 | 2,012,500 | ||||
Ending Balance at Dec. 31, 2020 | 5,000,001 | $ 171 | $ 201 | 5,295,372 | (295,743) | |
Ending Balance (in Shares) at Dec. 31, 2020 | 1,714,759 | 2,012,500 | ||||
Subsequent measurement under ASC 480-10-S99 | (9,949) | (9,949) | ||||
Net income (loss) | 4,235,791 | 4,235,791 | ||||
Ending Balance at Jun. 30, 2021 | $ (26,639,002) | $ 0 | $ 201 | $ 0 | $ (26,639,203) | |
Ending Balance (in Shares) at Jun. 30, 2021 | 0 | 2,012,500 | ||||
[1] | On October 13, 2020, CBRE Acquisition Sponsor, LLC (the “Sponsor”) purchased 100 undesignated shares of common stock for a purchase price of $100, or $1 per share, and advanced $25,000 to CBRE Acquisition Holdings, Inc. (the “Company”) in exchange for a promissory note. On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. On November 27, 2020, 287,500 shares of Class B common stock were forfeited by the Sponsor. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. |
Statement of Changes In Stock_2
Statement of Changes In Stockholders' Deficit (Parenthetical) - USD ($) | Nov. 27, 2020 | Nov. 06, 2020 | Oct. 13, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Sale of stock issue price per share | $ 0.01 | ||||
Proceeds from related party debt | $ 25,000 | $ 240,416 | $ 1,100,000 | ||
IPO [Member] | |||||
Sale of stock issue price per share | $ 10 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Proceeds from related party debt | $ 25,000 | ||||
Extinguishment of debt and stock issued value | $ 25,000 | ||||
Common Class B [Member] | |||||
Sale of stock issue price per share | $ 0.0001 | $ 0.0001 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Sale of stock issue price per share | $ 0.01 | ||||
Shares issued shares share based payment arrangement before forfeiture | 2,300,000 | ||||
Shares issued value share based payment arrangement before forfeiture | $ 25,000 | ||||
Shares issued shares share based payment arrangement forfeited | 287,500 | ||||
Shares transferred to directors officers | 201,250 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ (295,743) | $ 4,235,791 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income (from Trust Account) | (1,008) | (9,949) |
Change in fair value of redeemable warrant liability | (7,848,750) | |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (1,447,037) | 120,275 |
Accounts payable | 4,835 | (4,835) |
Due to related party | 6,144 | 9,847 |
Franchise tax payable | 26,218 | 73,782 |
Accrued expenses | 96,850 | 2,089,320 |
Net cash used in operating activities | (1,609,741) | (1,334,519) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds deposited in Trust Account | (402,500,000) | |
Net cash used in investing activities | (402,500,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering | 402,500,000 | |
Proceeds from issuance of Private Placement Warrants | 11,050,000 | |
Proceeds from Sponsor promissory note | 240,416 | 1,100,000 |
Repayment of note payable – Sponsor | (215,316) | |
Payment of offering related costs | (8,839,443) | |
Net cash provided by financing activities | 404,735,657 | 1,100,000 |
Decrease in cash | 625,916 | (234,519) |
Cash at beginning of period | 0 | 625,916 |
Cash at end of period | $ 625,916 | 391,397 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Extinguishment of note payable for issuance of Class B common stock | 25,100 | |
Deferred underwriting commissions in connection with the initial public offering | $ 14,087,500 | |
Change in Class A common stock subject to possible redemption | $ 385,352,413 | $ 9,949 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description Of Organization And Business Operations | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General CBRE Acquisition Holdings, Inc. (the “Company”) was incorporated as a Delaware corporation on October 13, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On October 13, 2020, the Company was funded by its Sponsor (as defined below) in the amount of $25,100, purchasing 100 undesignated shares of common stock for $100 and advancing $25,000 in exchange for a promissory note. The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering (as described below). All activity for the period from October 13, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the Initial Public Offering and since the Initial Public Offering. The Company will not generate operating revenues prior to the completion of its Business Combination and will generate non-operating Sponsor The Company’s sponsor is CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock (“Class B common stock” or “Alignment Shares”) for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. On November 27, 2020, 287,500 shares of Class B common stock were forfeited by the Sponsor. In connection with the Initial Public Offering, the Company amended and restated its certificate of incorporation to reclassify its Class B common stock. See “Note 3—Initial Public Offering—Alignment Shares” below. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. Initial Public Offering The Company intends to finance a Business Combination with proceeds of $402,500,000 from the Initial Public Offering of 40,250,000 SAIL SM one-fourth SM The Trust Account Of the $413,550,000 in proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, $402,500,000 was deposited in an interest-bearing U.S. based trust account (“Trust Account”). The funds in the Trust Account will be invested only in specified U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of a Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering or (B) with respect to other specified provisions relating to stockholders’ rights or pre-Business The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence costs on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, a Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock either (i) in connection with a stockholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per public share. The per-share are voted in favor of the business transaction). However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has 24 months from the closing date of the Initial Public Offering to complete its Business Combination (or 27 months, as applicable). If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days The underwriter has agreed to waive its rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s public shares. If the Company fails to complete a Business Combination, the redemption of the Company’s public shares will reduce the book value of the shares held by the Sponsor and the Company’s directors and officers, who will be the only remaining stockholders after such redemptions. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares have been recorded at their redemption amount and classified as temporary equity in accordance with FASB Accounting Standards Codification (ASC) 480, “Distinguishing Liabilities from Equity.” Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General CBRE Acquisition Holdings, Inc. (the “Company”) was incorporated as a Delaware corporation on October 13, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On October 13, 2020, the Company was funded by its Sponsor (as defined below) in the amount of $25,100, purchasing 100 undesignated shares of common stock for $100 and advancing $25,000 in exchange for a pr o non-operating On July 12, 2021, the Company entered into a Business Combination Agreement (as defined below). Refer to “Note 11—Subsequent Events” for further discussion. Sponsor The Company’s sponsor is CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock (“Class B common stock” or “Alignment Shares”) for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. On November 27, 2020, 287,500 shares of Class B common stock were forfeited by the Sponsor. In connection with the Initial Public Offering, the Company amended and restated its certificate of incorporation to reclassify its Class B common stock. See “Note 3—Initial Public Offering—Alignment Shares” below. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. Initial Public Offering The Company intends to finance a Business Combination with proceeds of SAIL SM one-fourth was held in a Trust Account (as defined below) as of the closing of the Initial Public Offering and the sale of Private Placement Warrants. The underwriter’s over-allotment option, which was exercised in full by the underwriter on December 11, 2020, included SAIL SM As of February 1, 2021, holders of the Company’s SAIL SM SM SM SM SM The Trust Account Of the $413,550,000 in proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, $402,500,000 was deposited in an interest-bearing U.S. based trust account (“Trust Account”). The funds in the Trust Account will be invested only in specified U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of a Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination within 24 months (or 27 months from the consummation of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the consummation of the Initial Public Offering but has not completed the Business Combination within such 24-month pre-Business The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence costs on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, a Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. Having signed a definitive agreement for a Business Combination, the Company will provide the public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock in connection with a stockholder meeting to approve the Business Combination. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per public share. The per-share The Company has 24 months from the closing date of the Initial Public Offering to complete its Business Combination (or 27 months, as applicable). If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten The underwriter has agreed to waive its rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s public shares. If the Company fails to complete a Business Combination, the redemption of the Company’s public shares will reduce the book value of the shares held by the Sponsor and the Company’s directors and officers, who will be the only remaining stockholders after such redemptions. When the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, subject to the Redemption Floor. As a result, such shares have been recorded at their redemption amount and classified as temporary equity in accordance with FASB Accounting Standards Codification (ASC) 480, “Distinguishing Liabilities from Equity” (ASC 480). Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Continue as a Going Concern,” management has determined that the Company has access to additional funds from the Sponsor that are sufficient to fund the working capital needs of the Company for at least one year from the issuance of these financial statements. See “Note 4—Related Party Transactions—Notes Payable—Sponsor” for further information. Revision of Prior Period Financial Statements Pursuant to the Initial Public Offering, the Company sold 40,250,000 SAIL SM SM SM one-fourth As described in our Quarterly Report on Form 10-Q The Company also reconsidered its historical accounting policy related to its Class A common stock subject to redemption and determined that all Class A common stock are subject to redemption, except pursuant to the Redemption Floor, and have a redemption value reflective of the balance in the Trust Account. The Company assessed the materiality of the errors on the prior periods’ financial statements in accordance with ASC 250, “Accounting Changes and Error Corrections” (ASC 250), and concluded that the errors were not material to prior reporting periods. Therefore, in accordance with ASC 250 (“SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”), the financial statements as of December 31, 2020, which are presented herein, have been revised. The following are selected line items from the Company’s financial statements illustrating the effect of the error correction thereon: Balance Sheet as of December 31, 2020 As Reported Adjustment As Revised Redeemable warrant liability $ — $ 18,716,250 $ 18,716,250 Class A common stock subject to possible redemption 385,352,413 17,148,595 402,501,008 Class A common stock 171 (171 ) — Additional paid-in 5,295,372 (5,295,372 ) — Accumulated deficit (295,743 ) (30,569,302 ) (30,865,045 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (35,864,845 ) $ (30,864,844 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2020 and the results of operations and cash flows for the period presented. Emerging Growth Company 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 Securities and Exchange Act of 1934, as amended) 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 Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of December 31, 2020. Assets Held in Trust Account The Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 As of December 31, 2020, the assets held in the Trust Account are comprised of $402,500,000 invested in marketable debt securities and $1,008 of interest receivable associated with those investments. The Company classifies the marketable debt securities held in the Trust Account as available for sale. Available for sale debt securities are carried at their fair value and any difference between cost and fair value is recorded as an unrealized gain or loss, net of income taxes, and is reported as accumulated other comprehensive income (loss) in the consolidated statements of equity. The cost of securities sold is based on the specific identification method. The estimated fair values of marketable debt securities held in the Trust Account are determined using available market information. During the period from October 13, 2020 (inception) to December 31, 2020, there have been no realized or unrealized gains or losses, or declines in value resulting from credit losses on the debt securities held in the Trust Account. Interest and dividends on the debt securities held in the Trust Account are included in Interest income earned on assets held in Trust Account in the statement of operations. As of December 31, 2020, the assets held in the Trust Account are comprised of $402,500,000 invested in marketable securities and $1,008 of interest receivable associated with those investments. During the period from October 13, 2020 (inception) to December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Class A Common Stock Subject to Possible Redemptions The Company accounts for its common stock as subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I Level II Level III In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Offering Costs The Company incurred $22,926,943 in offering costs in connection with the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340-10-S99-1 paid-in Income Taxes Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for Income Taxes,” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the 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 includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. 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 On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the CARES Act were each enacted in response to the COVID-19 Net Loss per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Private Placement Warrants to purchase an aggregate of 7,366,667 Class A common stock in the calculation of diluted loss 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 under the treasury stock method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class for the period. Net income (loss) per common stock, basic and diluted for Class B common stock, is calculated by dividing net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period presented. The Company’s net loss is adjusted for the portion of income that is attributable to Class A common stock subject to redemption as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not income or losses of the Company. Accordingly, basic and diluted net income per Class A common stock and net loss attributable to holders of Class B common stock is calculated as follows: For the period from October 13, 2020 (inception) to December 31, 2020 Interest income on Assets held in Trust Account $ 1,008 Expenses available to be paid with interest income from Trust Account — Net income available to holders of Class A common stock $ 1,008 Net loss (295,743 ) Less: income attributable to Class A common stock 1,008 Net loss attributable to holders of Class B common stock $ (296,751 ) Weighted average shares outstanding of Class A common stock 8,553,125 Basic and diluted net income per share, Class A common stock $ 0.00 Weighted average shares outstanding of Class B common stock 1,484,249 Basic and diluted net loss per share, Class B common stock $ (0.20 ) Stock-Based Compensation Stock-based compensation expense associated with the Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using Monte Carlo and Binomial simulations. Forfeitures are recognized as incurred. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Refer to “Note 7—Stock-Based Compensation” for the valuation of our stock-based compensation. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and the results of operations and cash flows for the periods presented. Emerging Growth Company 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 Securities and Exchange Act of 1934, as amended) 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 tr a non-emerging Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. Assets Held in Trust Account The Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 As of June 30, 2021, the assets held in the Trust Account were comprised of $402,509,142 invested in marketable debt securities and $1,815 of interest receivable associated with those investments. As of December 31, 2020, the assets held in the Trust Account were comprised of $402,500,000 invested in marketable debt securities and $1,008 of interest receivable associated with those investments. The Company classifies the marketable debt securities held in the Trust Account as available for sale. Available for sale debt securities are carried at their fair value and any difference between cost and fair value is recorded as an unrealized gain or loss, net of income taxes, and is reported as accumulated other comprehensive income (loss) in the statements of equity. The cost of securities sold is based on the specific identification method. The estimated fair values of marketable debt securities held in the Trust Account are determined using available market information. During the six months ended June 30, 2021 and the period ended December 31, 2020, there have been no realized or unrealized gains or losses or declines in value resulting from credit losses on the debt securities held in the Trust Account. Interest and dividends on the debt securities held in the Trust Account are included in Interest income earned on assets held in Trust Account in the Statement of Operations. During the six months ended June 30, 2021 and the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Class A Common Stock Subject to Possible Redemptions The Company accounts for its common stock as subject to possible redemption in accordance with the guidance in ASC 480. 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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, the Company’s Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s Balance Sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (ASC 820), approximates the carrying amounts represented in the Balance Sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I Level II Level III In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Offering Costs The Company incurred $22,926,943 in offering costs in connection with the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340, “Other Assets and Deferred Costs” (ASC 340), and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” These offering costs were allocated between the Redeemable Warrant liability ($997,322) and Class A common stock subject to redemption ($21,929,621) in proportion to the proceeds of the Initial Public Offering. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for Income Taxes” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the 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 includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. 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 Net Income (Loss) per Share of Common Stock The Company has two classes of common stock, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. Net income (loss) per share of common stock is computed by dividing pro rata net income by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Redeemable Warrants and Private Placement Warrants to purchase an aggregate of 17,429,167 Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the warrants are out of the money and hence would not result in the issuance of incremental shares of common stock under the treasury stock method. For the same reason, the Company did not consider the effect of an exercise of the Private Placements Warrants that are associated with the drawn amount of the Promissory Note. The outstanding balance entitles the Sponsor to receive 733,333 Private Placements Warrants upon the close of the intended business combination, each exercisable to purchase one share of Class A common stock at $11.00 per share. As a result, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period. No warrants were exercised during the six months ended June 30, 2021. Six Months Ended June 30, 2021 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ 4,024,612 $ 201,230 Denominator: Weighted-average shares outstanding 40,250,000 2,012,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 Stock-Based Compensation Stock-based compensation expense associated with the Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using Monte Carlo simulations. Forfeitures are recognized as incurred. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Refer to “Note 7—Redeemable Warrant Liability” for the valuation of the Company’s Redeemable Warrant liability. Refer to “Note 8—Stock-Based Compensation” for the valuation of our stock-based compensation. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, tax-related 2019-12 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,250,000 SAIL SM SM SM one-fourth SM 45-day SM Alignment Shares As of December 31, 2020, the Sponsor and the Company’s directors and officers hold 2,012,500 Alignment Shares. The Alignment Shares are designated as shares of Class B common stock and were reclassified in connection with the Initial Public Offering by the Company’s second amended and restated certificate of incorporation, filed on December 10, 2020. As discussed further in Note 4, the Sponsor purchased the shares of Class B common stock for an aggregate purchase price of $25,000 or approximately $0.01 per share. The purchase price of the Alignment Shares was determined by dividing the amount contributed to the Company by the number of Alignment Shares issued. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. The Alignment Shares are entitled to 20% of the voting power of the Company’s common stock prior to the completion of the Company’s Business Combination. The Alignment Shares are designated as shares of Class B common stock and are different from the shares of Class A common stock included in the SAIL SM • Only holders of the Alignment Shares have the right to vote on the election of directors prior to the Business Combination; • The Alignment Shares are subject to certain transfer restrictions, as described in more detail below; • The Sponsor and the Company’s officers and directors have entered a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with the completion of the Business Combination, (ii) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering or with respect to other specified provisions relating to stockholders’ rights or pre-Business with respect to any Alignment Shares they hold if the Company fails to complete a Business Combination within 24 months (or 27 months, as applicable) from the closing of the Initial Public Offering, although they are entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete a Business Combination within such time period. If the Company submits the Business Combination to the public stockholders for a vote, the Sponsor and the Company’s directors and officers have agreed, pursuant to such letter agreement, to vote their Alignment Shares and any public shares purchased during or after the Initial Public Offering in favor of the Business Combination; and • The 2,012,500 shares of Class B common stock, par value $0.0001 per share, will convert as follows: on the last day of each measurement period, which will occur annually over seven fiscal years following the consummation of the Business Combination (and, with respect to any measurement period in which the Company undergoes a change of control or in which the Company is liquidated, dissolved or wound up, on the business day immediately prior to such event instead of on the last day of such measurement period), 201,250 Alignment Shares will automatically convert, subject to adjustment as described herein, into shares of the Company’s Class A common stock (“conversion shares”), as follows: • If the sum (such sum, the “Total Return”) of (i) the VWAP, calculated in accordance with “Item 15. Exhibits, and Financial Statement Schedules—Exhibit 4.5 Description of Securities—Alignment Shares—Volume weighted average price” of this Annual Report on Form 10-K • If the Total Return exceeds the price threshold but does not exceed an amount equal to 130% of the price threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,013 shares of Class A common stock and (ii) 20% of the difference between the Total Return and the price threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of shares of Class A common stock outstanding immediately after the closing of the Initial Public Offering (including any exercise of the over-allotment option) and (y) if in connection with the Business Combination there are issued any shares of Class A common stock or Equity-Linked Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such Equity-Linked Securities, divided by (B) the Total Return; and • If the Total Return exceeds an amount equal to 130% of the price threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,013 shares of Class A common stock and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the price threshold and the price threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the price threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. The term “measurement period” means (i) the period beginning on the date of the Company’s Business Combination and ending with, and including, the first fiscal quarter following the end of the fiscal year in which the Company consummates the Business Combination and (ii) each of the nine successive four-fiscal-quarter periods. The “price thr e capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). “Equity-Linked Securities” means securities issued by the Company and/or any entities that (after giving effect to completion of the Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of the Business Combination. Upon a change of control occurring after the Business Combination (but not in connection with the Business Combination), for the measurement period in which the change of control transaction occurs, the 201,250 Alignment Shares will automatically convert into conversion shares (on the business day immediately prior to such event), as follows: • If, prior to the date of such change of control, the Alignment Shares have already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least 5% of the Closing Share Count (the “5% Threshold Amount”), the number of conversion shares will equal the greater of (i) 2,013 shares of Class A common stock and (ii) the number of shares of Class A common stock that would be issuable based on the excess of the Total Return above the price threshold as described above with such Total Return calculated based on the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; • If, prior to the date of the change of control, the Alignment Shares have not already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least the 5% Threshold Amount, the number of conversion shares will equal the greater of (i) the 5% Threshold Amount less any shares of Class A common stock previously issued upon conversion of Alignment Shares and (ii) the number of shares that would be issuable based on the excess of the Total Return above the price threshold described above with the Total Return calculated based on the purchase price or deemed value agreed upon in the change of control transaction rather than the VWAP for the final fiscal quarter in the relevant measurement period; and • To the extent any remaining tranches of 201,250 Alignment Shares remain outstanding, each remaining tranche of 201,250 Alignment Shares will automatically convert into 2,013 shares of the Company’s Class A common stock. The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell (i) any of their respective Alignment Shares except to any permitted transferees and (ii) any of their respective shares of Class A common stock deliverable upon conversion of the Alignment Shares for 30 days following the completion of the Company’s Business Combination. Private Placement Warrants On December 10, 2020 the Sponsor purchased from the Company an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant (approximately $11,050,000 in the aggregate), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants’’). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.00 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $402,500,000 are held in the Trust Account. The Private Placement Warrants are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the SAIL SM If the Company does not complete a Business Combination within 24 months from the closing of this offering (or 27 months, as applicable), the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Registration and Stockholder Rights The registration and stockholder rights agreement of the Company (the “Registration and Stockholder Rights Agreement”) provides that holders of the Alignment Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register a sale of any of the Company’s securities held by such holders. These holders are entitled to make demands that the Company register such securities for sale under the Securities Act. In addition, these holders have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Pursuant to the Registration and Stockholder Rights Agreement, the Sponsor is entitled to nominate three individuals for election to the Company’s board of directors, as long as the Sponsor holds any securities covered by the Registration and Stockholder Rights Agreement. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all third party vendors (other than the Company’s independent auditors) and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,250,000 SAIL SM $10.00 per SAIL SM SM one-fourth Redeemable Warrant (or Redeemable Warrants in the aggregate). Under the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Redeemable Warrants. Each whole Redeemable Warrant entitles the holder to purchase share of Class A common stock at a price of $ per share subject to adjustment as provided herein. The warrants will become exercisable on the later of days after the completion of the Business Combination or months from the closing of the Initial Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Only whole warrants may be exercised and no fractional warrants will be issued upon separation of the SAIL SM 45-day SAIL SM Alignment Shares As of June 30, 2021, the Sponsor and the Company’s directors and officers held 2,012,500 Alignment Shares. The Alignment Shares are designated as shares of Class B common stock and were reclassified in connection with the Initial Public Offering by the Company’s second amended and restated certificate of incorporation, filed on December 10, 2020. As discussed further in Note 4, the Sponsor purchased the shares of Class B common stock for an aggregate purchase price of $25,000 or approximately $0.01 per share. The purchase price of the Alignment Shares was determined by dividing the amount contributed to the Company by the number of Alignment Shares issued. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. The Alignment Shares are entitled to 20% of the voting power of the Company’s common stock prior to the completion of the Company’s Business Combination. The Alignment Shares are designated as shares of Class B common stock and are different from the shares of Class A common stock included in the SAIL SM • Only holders of the Alignment Shares have the right to vote on the election of directors prior to the Business Combination; • The Alignment Shares are subject to certain transfer restrictions, as described in more detail below; • The Sponsor and the Company’s officers and directors have entered a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with the completion of the Business Combination, (ii) to waive their redemption rights with respect to any Alignment Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 24 27 pre-Business • The 2,012,500 shares of Class B common stock, par value $0.0001 per share, will convert as follows: on the last day of each measurement period, which will occur annually over ten fiscal years following the consummation of the Business Combination (and, with respect to any measurement period in which the Company undergoes a change of control or in which the Company is liquidated, dissolved or wound up, on the business day immediately prior to such event instead of on the last day of such measurement period), 201,250 Alignment Shares will automatically convert, subject to adjustment as described herein, into shares of the Company’s Class A common stock (“conversion shares”), as follows: • If the sum (such sum, the “Total Return”) of (i) the VWAP, calculated in accordance with “Item 15. Exhibits, and Financial Statement Schedules—Exhibit 4.5 Description of Securities—Alignment Shares—Volume weighted average price” of the Company’s Annual Report on Form 10-K • If the Total Return exceeds the price threshold but does not exceed an amount equal to 130 2,013 20 • If the Total Return exceeds an amount equal to 130 2,013 20 130 30 The term “measurement period” means (i) the period beginning on the date of the Company’s Business Combination and ending with, and including, the first fiscal quarter following the end of the fiscal year in which the Company consummates the Business Combination and (ii) each of the nine successive four-fiscal-quarter periods. The “price threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the price threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). “Equity-Linked Securities” means securities issued by the Company and/or any entities that (after giving effect to completion of the Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of the Business Combination. Upon a change of control occurring after the Business Combination (but not in connection with the Business Combination), for the measurement period in which the change of control transaction occurs, the 201,250 Alignment Shares will automatically convert into conversion shares (on the business day immediately prior to such event), as follows: • If, prior to the date of such change of control, the Alignment Shares have already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least 5 2,013 • If, prior to the date of the change of control, the Alignment Shares have not already cumulatively converted into a number of shares of Class A common stock equal in the aggregate to at least the 5% Threshold Amount, the number of conversion shares will equal the greater of (i) the 5 • To the extent any remaining tranches of 201,250 Alignment Shares remain outstanding, each remaining tranche of 201,250 Alignment Shares will automatically convert into 2,013 The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell (i) any of their respective Alignment Shares except to any permitted transferees and (ii) any of their respective shares of Class A common stock deliverable upon conversion of the Alignment Shares for 30 On July 12, 2021, the Company entered into a Business Combination Agreement and modified the terms of the Alignment Shares. Refer to “Note 11—Subsequent Events” for further discussion. Private Placement Warrants On December 10, 2020 the Sponsor purchased from the Company an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant (approximately $11,050,000 in the aggregate), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.00 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $402,500,000 was held in the Trust Account. The Private Placement Warrants are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the SAIL SM days after the completion of the Business Combination. If the Company does not complete a Business Combination within 24 months from the closing of the offering (or 27 months, as applicable), the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Registration and Stockholder Rights The registration and stockholder rights agreement of the Company (the “Registration and Stockholder Rights Agreement”) provides that holders of the Alignment Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register a sale of any of the Company’s securities held by such holders. These holders are entitled to make demands that the Company register such securities for sale under the Securities Act. In addition, these holders have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Pursuant to the Registration and Stockholder Rights Agreement, the Sponsor is entitled to nominate three individuals for election to the Company’s board of directors, as long as the Sponsor holds any securities covered by the Registration and Stockholder Rights Agreement. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all third party vendors (other than the Company’s independent auditors) and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 4—RELATED PARTY TRANSACTIONS Shares of Common Stock On October 13, 2020, the Sponsor purchased 100 undesignated shares of common stock for a purchase price of $100, or $1 per share, and advanced $25,000 in exchange for a promissory note. Prior to the Sponsor’s initial investment in the Company, the Company had no assets. On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. See “Note payable—Sponsor” and “Note 6—Stockholders’ Equity” below. On November 27, 2020, 287,500 shares of Class B common stock were forfeited by the Sponsor. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. As of December 31, 2020, the Sponsor and the Company’s directors and officers hold 2,012,500 Alignment Shares. Private Placement Warrants Purchase On December 10, 2020, the Sponsor purchased from the Company an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant or approximately $11,050,000 in the aggregate. See “Note 3—Initial Public Offering—Private Placement Warrants.” Approximately $3,000,000 of proceeds of the Private Placement Warrants purchase were added to the capital of the Company. Note Payable—Sponsor On October 13, 2020, the Sponsor advanced $25,000 to the Company in exchange for a promissory note. On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. Prior to the Initial Public Offering, the Sponsor loaned the Company $215,316 pursuant to an amended and restated unsecured promissory note to cover expenses related to the Company’s Initial Public Offering. These loans were noninterest bearing, unsecured and due at the earlier of June 30, 2021 and the closing of the Initial Public Offering. The $215,316 loan made pursuant to the amended and restated unsecured promissory note was repaid upon the completion of the Initial Public Offering out of the offering proceeds that have been allocated for the payment of offering expenses (other than underwriting commissions) not held in the Trust Account. On February 16, 2021, the Company entered into a Second Amended and Restated Promissory Note with the Sponsor, with borrowing capacity up to $3,000,000, in order to finance transaction costs in connection with an intended Business Combination. The note is non-interest Private Placement Warrants Administrative Service Agreement On December 10, 2020, the Company entered into an agreement to pay $10,000 a month for office space, administrative and support services to an affiliate of the Sponsor and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. The Company recorded $6,144 of expense related to this agreement, which is included in Operating expenses on the Statement of Operations and Due to related party on the Balance Sheet. | NOTE 4—RELATED PARTY TRANSACTIONS Shares of Common Stock On October 13, 2020, the Sponsor purchased 100 undesignated shares of common stock for a purchase price of $100, or $1 per share, and advanced $25,000 in exchange for a promissory note. Prior to the Sponsor’s initial investment in the Company, the Company had no assets. On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. See “Note payable—Sponsor” and “Note 6—Stockholders’ Deficit” below. On November 27, 2020, 287,500 shares of Class B common stock were forfeited by the Sponsor. In connection with the Initial Public Offering, the Sponsor sold an aggregate of 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company. As of June 30, 2021 and December 31, 2020, the Sponsor and the Company’s directors and officers held 2,012,500 Alignment Shares. Private Placement Warrants Purchase On December 10, 2020, the Sponsor purchased from the Company an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant or approximately $11,050,000 in the aggregate. See “Note 3—Initial Public Offering—Private Placement Warrants.” Approximately $3,000,000 of proceeds of the Private Placement Warrants purchase were added to the capital of the Company. Sponsor Promissory Note On October 13, 2020, the Sponsor advanced $25,000 to the Company in exchange for a promissory note. On November 6, 2020, the Sponsor purchased an aggregate of 2,300,000 shares of Class B common stock for an aggregate purchase price of $25,000, or approximately $0.01 per share, paid through the cancellation of an equivalent outstanding amount under the promissory note between the Company and the Sponsor, and the tender to the Company of all 100 shares of the Company’s undesignated common stock held by the Sponsor. Prior to the Initial Public Offering, the Sponsor loaned the Company $215,316 pursuant to an amended and restated unsecured promissory note to cover expenses related to the Company’s Initial Public Offering. These loans were noninterest bearing, unsecured and due at the earlier of June 30, 2021 and the closing of the Initial Public Offering. The $215,316 loan made pursuant to the amended and restated unsecured promissory note was repaid upon the completion of the Initial Public Offering out of the offering proceeds that have been allocated for the payment of offering expenses (other than underwriting commissions) not held in the Trust Account. On February 16, 2021, the Company entered into a Second Amended and Restated Promissory Note with the Sponsor (the “Sponsor Note”), with borrowing capacity up to $3,000,000, in order to finance transaction costs in connection with an intended Business Combination. The note is non-interest Administrative Service Agreement On December 10, 2020, the Company entered into an agreement to pay $10,000 a month for office space, administrative and support services to an affiliate of the Sponsor and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company recorded $60,000 |
Commitment And Contingencies
Commitment And Contingencies | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitment And Contingencies | NOTE 5— COMMITMENT AND CONTINGENCIES Underwriting Agreement The underwriter was entitled to underwriting discounts and commissions of $0.55 per unit, or $22,137,500, of which $8,050,000 was paid at closing of the Initial Public Offering. As of December 31, 2020, the Company had $14,087,500 of accrued offering costs in the accompanying balance sheet, representing deferred underwriting commissions that will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 20% of the total amount of the deferred underwriting commissions held in the Trust Account, may be re-allocated re-allocate | NOTE 5— COMMITMENT AND CONTINGENCIES Underwriting Agreement The underwriter was entitled to underwriting discounts and commissions of $0.55 per SAIL SM re-allocated re-allocate |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Stockholders' Deficit | NOTE 6—STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 1,714,759 shares of Class A common stock issued and outstanding, excluding 38,535,241 shares of Class A common stock subject to possible redemption. The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 2,012,500 shares of Class B common stock issued and outstanding. The underwriter’s over-allotment option, which was exercised in full by the underwriter on December 11, 2020, included 5,250,000 SAIL SM Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Upon the closing of the Initial Public Offering, the Company simultaneously issued the Private Placement Warrants. The Private Placement Warrants are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the SAIL SM 27-months, | NOTE 6—STOCKHOLDERS’ DEFICIT Common Stock The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 40,250,000 shares of Class A common stock outstanding, all of which are presented as temporary equity outside of the stockholders’ deficit section of the Company’s Balance Sheet due to their redemption features. Refer to “Note 1—Description of Organization and Business Operations—Business Combination” and “Note 2—Summary of Significant Accounting Policies—Class A Common Stock Subject to Redemptions” for details on the redemption features associated with the Company’s Class A common stock. The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 2,012,500 shares of Class B common stock issued and outstanding. The underwriter’s over-allotment option, which was exercised in full by the underwriter on December 11, 2020, included 5,250,000 SAIL SM 5,250,000 shares of Class A common stock and 1,312,500 warrants which were issued to cover over-allotments. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Upon the closing of the Initial Public Offering, the Company simultaneously issued the Private Placement Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the SAIL SM Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the closing of the offering (or 27-months, |
Redeemable Warrant Liability
Redeemable Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Warrant Liability [Abstract] | |
Redeemable Warrant Liability | NOTE 7—REDEEMABLE WARRANT LIABILITY Pursuant to the Initial Public Offering, the Company sold 40,250,000 SAIL SM SM SM one-fourth The Company determined that the Redeemable Warrants qualified as freestanding financial instruments that are bifurcated from the Class A common stock and classified as a separate liability pursuant to ASC 815, “Derivatives and Hedging” (ASC 815). According to ASC 815, financial instruments classified as liabilities are presented at fair value each reporting period, with changes in fair value recorded through earnings. As of June 30, 2021 and December 31, 2020, the value of the Redeemable Warrants was $10,867,500 and $18,716,250, respectively. The Company recorded a gain on the remeasurement value of the Redeemable Warrants of $7,848,750 for the six months ended June 30, 2021 in the Change in fair value of redeemable warrant liability line in the Statement of Operations. As the Redeemable Warrants, effective February 1, 2021, are separately traded on NYSE under the symbol “CBAH WS,” as of June 30, 2021, the fair value of the Redeemable Warrants was determined based on the quoted trading price of these instruments. As of December 31, 2020, the fair value of these instruments was estimated using Monte Carlo simulation. The key assumptions in the option pricing model utilized are assumptions related to expected underlying share-price volatility, expected term of the warrants, the risk-free interest rate and the Company’s dividend yield. The expected volatility as of the December 15, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that went public in 2019 and 2020. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be one year until the closing of a Business Combination, and an estimated five year holding period, based on typical equity investor holding periods. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | NOTE 7—STOCK-BASED COMPENSATION The Company sold an aggregate of 2,300,000 Alignment Shares to the Sponsor on November 6, 2020. On November 27, 2020, the Sponsor sold 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company and forfeited 287,500 Alignment Shares due to an adjustment pursuant to the Initial Public Offering. See “Note 3—Initial Public Offering—Alignment Shares” for additional details. As of December 31, 2020, 2,012,500 Alignment Shares were issued and outstanding. On December 10, 2020, the Company sold an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant to the Sponsor in a private placement that occurred simultaneously with the completion of the Initial Public Offering. See “Note 3—Initial Public Offering—Private Placement Warrants” for additional details. The Company determined that the incremental fair value over the price paid for the Alignment Shares and Private Placement Warrants would qualify as stock-based compensation within scope of ASC 718, Compensation – Stock Compensation (“ASC 718”) as a result of the services the Sponsor and directors and officers are providing to the Company through the date of a Business Combination. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. The Alignment Shares and Private Placement Warrants were granted subject to a performance condition (i.e., the occurrence of a Business Combination ), as well as various market conditions (i.e., stock price targets after consummation of the Business Combination). The various market conditions are considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Alignment Shares and Private Placement Warrants is recognized only when the performance condition is probable of occurrence. As of December 31, 2020, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized during the year ended December 31, 2020. Unrecognized stock-based compensation expense in excess of $250 million would be recognized at the date a Business Combination is considered probable (i.e., upon consummation). | NOTE 8—STOCK-BASED COMPENSATION The Company sold an aggregate of 2,300,000 Alignment Shares to the Sponsor on November 6, 2020. On November 27, 2020, the Sponsor sold 201,250 Alignment Shares to certain of the Company’s directors, or their respective designees, and an officer of the Company and forfeited 287,500 Alignment Shares due to an adjustment pursuant to the Initial Public Offering. See “Note 3—Initial Public Offering—Alignment Shares” for additional details. As of December 31, 2020 and June 30, 2021, 2,012,500 Alignment Shares were issued and outstanding. On December 10, 2020, the Company sold an aggregate of 7,366,667 Private Placement Warrants at a price of $1.50 per warrant to the Sponsor in a private placement that occurred simultaneously with the completion of the Initial Public Offering. See “Note 3—Initial Public Offering—Private Placement Warrants” for additional details. The Company determined that the incremental fair value over the price paid for the Alignment Shares and Private Placement Warrants would qualify as stock-based compensation within scope of ASC 718, “Compensation—Stock Compensation” (ASC 718) as a result of the services the Sponsor and directors and officers are providing to the Company through the date of a Business Combination. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. The Alignment Shares and Private Placement Warrants were granted subject to a performance condition (i.e., the occurrence of a Business Combination ), as well as various market conditions (i.e., stock price targets after consummation of the Business Combination). The various market conditions are considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Alignment Shares and Private Placement Warrants is recognized only when the satisfaction of the performance condition is probable. At June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized through June 30, 2021. Unrecognized stock-based compensation expense as of June 30, 2021 was in excess of $250 million would be recognized at the date a Business Combination is considered probable (i.e., upon consummation). On July 12, 2021, the Company entered into a Business Combination Agreement and modified the terms of the Alignment Shares which resulted in a decrease in the unrecognized stock-based compensation expense. Refer to “Note 11—Subsequent Events” for further discussion. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Fair Value Measurements | NOTE 8—FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Money market fund held by Trust Account $ 402,500,000 — — Total $ 402,500,000 — — | NOTE 9—FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Significant Assets Money market fund held by Trust Account $ 402,509,142 $ — $ — Total assets at fair value $ 402,509,142 $ — $ — Liabilities Sponsor promissory note $ — $ 1,100,000 $ — Redeemable warrant liability 10,867,500 — — Total liabilities at fair value $ 10,867,500 $ 1,100,000 $ — The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets Money market fund held by Trust Account $ 402,500,000 $ — $ — Total assets at fair value $ 402,500,000 $ — $ — Liabilities Redeemable warrant liability $ — $ — $ 18,716,250 Total liabilities at fair value $ — $ — $ 18,716,250 |
Income Taxes
Income Taxes | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 9—INCOME TAXES The Company’s financial statements include total net loss before taxes of approximately $295,743 for the year ended December 31, 2020. The income tax provision consists of the following: December 31, 2020 Federal — Current — Deferred — State and local — Current — Deferred — Income tax provision (benefit) — The reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: December 31, 2020 Amount Percent of Pretax Current tax at U.S. statutory rate (62,106 ) 21 % Valuation allowance activity 62,106 -21 % Total income tax provision/(benefit) — 0 % The components of deferred tax assets and liabilities as of December 31, 2020 are as follows : December 31, 2020 Asset (Liability) Net Operating Losses 5,294 Capitalized Costs 56,812 Deferred Taxes Before Valuation 62,106 Allowance — Valuation allowance (62,106 ) Net deferred tax assets/(liabilities), net of allowance — As of December 31, 2020, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up Start-up We utilize a two-step Our continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters within income tax expense. For the period from October 13, 2020 (inception) to December 31, 2020, we did not accrue any interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. | NOTE 10—INCOME TAXES The Company’s provision for income taxes for the six months ended June 30, 2021 was $0.0 million. The Company’s effective tax rate for the six months ended June 30, 2021 was 0 % as the Company continues to record full valuation allowance for all of its deferred tax assets. As of June 30, 2021 and December 31, 2020, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with net operating losses and capitalized start-up Start-up As of June 30, 2021 and December 31, 2020, the Company has not recorded any tax liability for uncertain tax positions. The Company’s continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters within income tax expense. During the six months ended June 30, 2021, the Company did not accrue any interest and penalties. |
Subsequent Events
Subsequent Events | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 10—SUBSEQUENT EVENTS Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2021, the date the financial statements were issued. Other than the promissory note described in Note 4, the Company did not identify any subsequent events that would have required adjustment or disclosure to the financial statements. | NOTE 11—SUBSEQUENT EVENTS Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to August 13, 2021, the date the financial statements were issued. Business Combination Agreement On July 12, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among CBAH, CBAH Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), CBAH Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), Altus Power America Holdings, LLC, a Delaware limited liability company (“Altus Power Holdings”), APAM Holdings LLC, a Delaware limited liability company (“Altus Management Holdings”) and Altus Power, Inc., a Delaware corporation (“Altus”). Upon the terms and subject to the conditions of the Business Combination Agreement, CBAH will acquire Altus and CBAH will be renamed as “Altus Power, Inc.” Pursuant to the Business Combination Agreement, at the closing of the transactions contemplated therein, First Merger Sub will merge with and into Altus, and the company surviving that merger will merge with and into Second Merger Sub and, as a result of such mergers, the holders of common stock of Altus will be entitled to receive, in the aggregate, $900 million of CBAH’s Class A common stock (valued at $10 per share). All issued and outstanding shares of common stock of Altus are currently held by Altus Power Holdings, and prior to the closing such shares would be distributed to holders of equity interests in Altus Power Holdings (including Altus Management Holdings) and Altus Management Holdings will distribute the shares it receives to the equity holders of Altus Management Holdings. In addition, at the closing, each share of preferred stock of Altus issued and outstanding immediately prior to such merger will be redeemed. Such redemption is expected to require approximately $275 million, assuming no additional preferred equity is issued prior to the closing. Altus is permitted to issue additional preferred stock subject to certain restrictions in the Business Combination Agreement. The Business Combination Agreement contains certain termination rights for CBAH and Altus, including the right of either party to terminate the agreement if the closing of the transactions contemplated by the Business Combination Agreement have not occurred by March 31, 2022 (subject to certain exceptions) or if CBAH has not obtained the required approvals from its stockholders. PIPE Subscription Agreements Concurrently with the execution of the Business Combination Agreement, the Company has entered into separate subscription agreements (collectively, the “PIPE Subscription Agreements”), dated July 12, 2021, with certain investors, pursuant to which the Company has agreed to issue and sell, in private placements to close contemporaneously with, but immediately prior to, the Business Combination, an aggregate of 27.5 million shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $275.0 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, and will be consummated concurrently with, the closing of the transactions contemplated by the Business Combination Agreement. Pursuant to its PIPE Subscription Agreement, the Sponsor has committed to purchase shares of the Company’s Class A common stock in an aggregate amount of $70.0 million, with a commitment to purchase additional shares of the Company’s Class A common stock in an aggregate amount of up to $150.0 million to the extent of the amount of redemptions of shares of the Company’s Class A common stock submitted for redemption by public stockholders in connection with the closing. The Company’s Chief Executive Officer and Director, William Concannon has also committed to purchase shares of the Company’s Class A common stock in an aggregate amount of $1.0 million. Modification of Alignment Shares At the closing of the Business Combination Agreement, the Company’s certificate of incorporation will be amended and restated to be in the form attached to the Business Combination Agreement (the “PubCo Charter”), and will, among other things, provide that the shares of Class B common stock will convert into shares of Class A common stock over a seven year measurement period following the closing. Furthermore, the PubCo Charter caps the total number of shares of Class A common stock that may be issued in such conversion to 8.5% of the total number of issued and outstanding shares of Class A common stock on the closing date of the transactions contemplated by the Business Combination Agreement except that if there are more than $100 million in outstanding redemptions of shares of the Company’s Class A common stock in connection therewith, the 8.5% cap in the foregoing calculation will be increased to 9.5%. Contemporaneously with the execution of the Business Combination Agreement, the holders of Class B common stock will surrender 30% of the shares of Class B common stock held by such holder. The fair value of the Alignment Shares was remeasured upon the agreement to the modification described above. The fair value of the Alignment Shares was reduced to approximately $110 million in connection with such modifications on July 12, 2021 (“modification date”). The Company determined that the satisfaction of the performance condition remained improbable as of the modification date. Consequently, no compensation expense was recognized at the modification date. The unrecognized compensation expense will be recognized when the performance condition becomes probable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2020 and the results of operations and cash flows for the period presented. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and the results of operations and cash flows for the periods presented. |
Emerging Growth Company | Emerging Growth Company 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 Securities and Exchange Act of 1934, as amended) 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 | Emerging Growth Company 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 Securities and Exchange Act of 1934, as amended) 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 tr a non-emerging |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of December 31, 2020. | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. |
Assets Held in Trust Account | Assets Held in Trust Account The Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 As of December 31, 2020, the assets held in the Trust Account are comprised of $402,500,000 invested in marketable debt securities and $1,008 of interest receivable associated with those investments. The Company classifies the marketable debt securities held in the Trust Account as available for sale. Available for sale debt securities are carried at their fair value and any difference between cost and fair value is recorded as an unrealized gain or loss, net of income taxes, and is reported as accumulated other comprehensive income (loss) in the consolidated statements of equity. The cost of securities sold is based on the specific identification method. The estimated fair values of marketable debt securities held in the Trust Account are determined using available market information. During the period from October 13, 2020 (inception) to December 31, 2020, there have been no realized or unrealized gains or losses, or declines in value resulting from credit losses on the debt securities held in the Trust Account. Interest and dividends on the debt securities held in the Trust Account are included in Interest income earned on assets held in Trust Account in the statement of operations. As of December 31, 2020, the assets held in the Trust Account are comprised of $402,500,000 invested in marketable securities and $1,008 of interest receivable associated with those investments. During the period from October 13, 2020 (inception) to December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. | Assets Held in Trust Account The Company invests in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 As of June 30, 2021, the assets held in the Trust Account were comprised of $402,509,142 invested in marketable debt securities and $1,815 of interest receivable associated with those investments. As of December 31, 2020, the assets held in the Trust Account were comprised of $402,500,000 invested in marketable debt securities and $1,008 of interest receivable associated with those investments. The Company classifies the marketable debt securities held in the Trust Account as available for sale. Available for sale debt securities are carried at their fair value and any difference between cost and fair value is recorded as an unrealized gain or loss, net of income taxes, and is reported as accumulated other comprehensive income (loss) in the statements of equity. The cost of securities sold is based on the specific identification method. The estimated fair values of marketable debt securities held in the Trust Account are determined using available market information. During the six months ended June 30, 2021 and the period ended December 31, 2020, there have been no realized or unrealized gains or losses or declines in value resulting from credit losses on the debt securities held in the Trust Account. Interest and dividends on the debt securities held in the Trust Account are included in Interest income earned on assets held in Trust Account in the Statement of Operations. During the six months ended June 30, 2021 and the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. |
Class A Common Stock Subject to Possible Redemptions | Class A Common Stock Subject to Possible Redemptions The Company accounts for its common stock as subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A Common Stock Subject to Possible Redemptions The Company accounts for its common stock as subject to possible redemption in accordance with the guidance in ASC 480. 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) 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, the Company’s Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s Balance Sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (ASC 820), approximates the carrying amounts represented in the Balance Sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I Level II Level III In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I Level II Level III In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Offering Costs | Offering Costs The Company incurred $22,926,943 in offering costs in connection with the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340-10-S99-1 paid-in | Offering Costs The Company incurred $22,926,943 in offering costs in connection with the Initial Public Offering. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340, “Other Assets and Deferred Costs” (ASC 340), and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” These offering costs were allocated between the Redeemable Warrant liability ($997,322) and Class A common stock subject to redemption ($21,929,621) in proportion to the proceeds of the Initial Public Offering. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for Income Taxes,” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the 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 includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. 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 On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the CARES Act were each enacted in response to the COVID-19 | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with the “Accounting for Income Taxes” Topic of the FASB ASC (Topic 740). Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the 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 includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. 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 |
Net Income (Loss) per Share of Common Stock | Net Loss per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Private Placement Warrants to purchase an aggregate of 7,366,667 Class A common stock in the calculation of diluted loss 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 under the treasury stock method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class for the period. Net income (loss) per common stock, basic and diluted for Class B common stock, is calculated by dividing net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period presented. The Company’s net loss is adjusted for the portion of income that is attributable to Class A common stock subject to redemption as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not income or losses of the Company. Accordingly, basic and diluted net income per Class A common stock and net loss attributable to holders of Class B common stock is calculated as follows: For the period from October 13, 2020 (inception) to December 31, 2020 Interest income on Assets held in Trust Account $ 1,008 Expenses available to be paid with interest income from Trust Account — Net income available to holders of Class A common stock $ 1,008 Net loss (295,743 ) Less: income attributable to Class A common stock 1,008 Net loss attributable to holders of Class B common stock $ (296,751 ) Weighted average shares outstanding of Class A common stock 8,553,125 Basic and diluted net income per share, Class A common stock $ 0.00 Weighted average shares outstanding of Class B common stock 1,484,249 Basic and diluted net loss per share, Class B common stock $ (0.20 ) | Net Income (Loss) per Share of Common Stock The Company has two classes of common stock, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. Net income (loss) per share of common stock is computed by dividing pro rata net income by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Redeemable Warrants and Private Placement Warrants to purchase an aggregate of 17,429,167 Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the warrants are out of the money and hence would not result in the issuance of incremental shares of common stock under the treasury stock method. For the same reason, the Company did not consider the effect of an exercise of the Private Placements Warrants that are associated with the drawn amount of the Promissory Note. The outstanding balance entitles the Sponsor to receive 733,333 Private Placements Warrants upon the close of the intended business combination, each exercisable to purchase one share of Class A common stock at $11.00 per share. As a result, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period. No warrants were exercised during the six months ended June 30, 2021. Six Months Ended June 30, 2021 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ 4,024,612 $ 201,230 Denominator: Weighted-average shares outstanding 40,250,000 2,012,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense associated with the Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using Monte Carlo and Binomial simulations. Forfeitures are recognized as incurred. | Stock-Based Compensation Stock-based compensation expense associated with the Company’s equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using Monte Carlo simulations. Forfeitures are recognized as incurred. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Refer to “Note 7—Stock-Based Compensation” for the valuation of our stock-based compensation. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Refer to “Note 7—Redeemable Warrant Liability” for the valuation of the Company’s Redeemable Warrant liability. Refer to “Note 8—Stock-Based Compensation” for the valuation of our stock-based compensation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, tax-related 2019-12 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Reclassification of Selected Items In The Balance Sheet | The following are selected line items from the Company’s financial statements illustrating the effect of the error correction thereon: Balance Sheet as of December 31, 2020 As Reported Adjustment As Revised Redeemable warrant liability $ — $ 18,716,250 $ 18,716,250 Class A common stock subject to possible redemption 385,352,413 17,148,595 402,501,008 Class A common stock 171 (171 ) — Additional paid-in 5,295,372 (5,295,372 ) — Accumulated deficit (295,743 ) (30,569,302 ) (30,865,045 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (35,864,845 ) $ (30,864,844 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Basic and Diluted Net Income (Loss) | Accordingly, basic and diluted net income per Class A common stock and net loss attributable to holders of Class B common stock is calculated as follows: For the period from October 13, 2020 (inception) to December 31, 2020 Interest income on Assets held in Trust Account $ 1,008 Expenses available to be paid with interest income from Trust Account — Net income available to holders of Class A common stock $ 1,008 Net loss (295,743 ) Less: income attributable to Class A common stock 1,008 Net loss attributable to holders of Class B common stock $ (296,751 ) Weighted average shares outstanding of Class A common stock 8,553,125 Basic and diluted net income per share, Class A common stock $ 0.00 Weighted average shares outstanding of Class B common stock 1,484,249 Basic and diluted net loss per share, Class B common stock $ (0.20 ) | As a result, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period. No warrants were exercised during the six months ended June 30, 2021. Six Months Ended June 30, 2021 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ 4,024,612 $ 201,230 Denominator: Weighted-average shares outstanding 40,250,000 2,012,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Summary of Assets And Liabilities Measured At Fair Value | The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Money market fund held by Trust Account $ 402,500,000 — — Total $ 402,500,000 — — | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Significant Assets Money market fund held by Trust Account $ 402,509,142 $ — $ — Total assets at fair value $ 402,509,142 $ — $ — Liabilities Sponsor promissory note $ — $ 1,100,000 $ — Redeemable warrant liability 10,867,500 — — Total liabilities at fair value $ 10,867,500 $ 1,100,000 $ — The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets Money market fund held by Trust Account $ 402,500,000 $ — $ — Total assets at fair value $ 402,500,000 $ — $ — Liabilities Redeemable warrant liability $ — $ — $ 18,716,250 Total liabilities at fair value $ — $ — $ 18,716,250 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense Benefit | The income tax provision consists of the following: December 31, 2020 Federal — Current — Deferred — State and local — Current — Deferred — Income tax provision (benefit) — |
Summary of Effective Income Tax Rate Reconciliation | The reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: December 31, 2020 Amount Percent of Pretax Current tax at U.S. statutory rate (62,106 ) 21 % Valuation allowance activity 62,106 -21 % Total income tax provision/(benefit) — 0 % |
Summary of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2020 are as follows : December 31, 2020 Asset (Liability) Net Operating Losses 5,294 Capitalized Costs 56,812 Deferred Taxes Before Valuation 62,106 Allowance — Valuation allowance (62,106 ) Net deferred tax assets/(liabilities), net of allowance — |
Description of Organization a_3
Description of Organization and Business Operations - Summary of Reclassification of Selected Items In The Balance Sheet (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 12, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Redeemable warrant liability | $ 10,867,500 | $ 18,716,250 | |
Class A common stock subject to possible redemption | 402,510,957 | 402,501,008 | |
Additional Paid in Capital | |||
Accumulated deficit | (26,639,203) | (30,865,045) | |
Total Stockholders' Deficit | $ (26,639,002) | (30,864,844) | $ 0 |
Previously Reported [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Redeemable warrant liability | 0 | ||
Class A common stock subject to possible redemption | 385,352,413 | ||
Class A common stock | 171 | ||
Additional Paid in Capital | 5,295,372 | ||
Accumulated deficit | (295,743) | ||
Total Stockholders' Deficit | 5,000,001 | ||
Revision of Prior Period, Adjustment [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Redeemable warrant liability | 18,716,250 | ||
Class A common stock subject to possible redemption | 17,148,595 | ||
Class A common stock | (171) | ||
Additional Paid in Capital | (5,295,372) | ||
Accumulated deficit | (30,569,302) | ||
Total Stockholders' Deficit | $ (35,864,845) |
Description of Organization a_4
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Dec. 10, 2020 | Nov. 27, 2020 | Nov. 06, 2020 | Oct. 13, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Date of incorporation | Oct. 13, 2020 | Oct. 13, 2020 | |||||
Proceeds from related party debt | $ 25,000 | $ 240,416 | $ 1,100,000 | ||||
Sale of stock issue price per share | $ 0.01 | ||||||
Proceeds from initial public offering | $ 402,500,000 | 402,500,000 | |||||
Proceeds from issuance of warrants | 11,050,000 | ||||||
Payment to acquire restricted investments | 402,500,000 | $ 402,500,000 | |||||
Allocation of proceeds from common stock and warrant | $ 413,550,000 | ||||||
Term of restricted investments | 185 days | 185 days | |||||
Percentage of public shares due for redemption in case business combination is not consummated | 100.00% | 100.00% | |||||
Minimum fair market value of assets of acquire as percentage of assets in the trust account | 80.00% | 80.00% | |||||
Minimum per share amount to be maintained in the trust account | $ 10 | $ 10 | |||||
Minimum net worth to effect business combination | $ 5,000,001 | $ 5,000,001 | |||||
Threshold period for redemption of public shares post the cut off time for completion of business combination | 10 days | 10 days | |||||
Estimated expenses payable for dissolution | $ 100,000 | $ 100,000 | |||||
Redemption Period One [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Period within which public shares shall be redeemed in case business combination does not occur | 24 months | 24 months | |||||
Redemption Period Two [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Period within which public shares shall be redeemed in case business combination does not occur | 27 months | 27 months | |||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of stock issue price per share | $ 10 | ||||||
Class of warrants or rights issued during the period shares | 10,062,500 | ||||||
Securities sold during the year units | 40,250,000 | ||||||
Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of warrants | $ 11,050,000 | ||||||
Class of warrants or rights issued during the period shares | 7,366,667 | ||||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | ||||||
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights issued during the period shares | 1,312,500 | ||||||
Common Class A [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of stock issue price per share | $ 0.0001 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | 5,250,000 | ||||||
Class of warrants or rights issued during the period shares | 1,312,500 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | 40,250,000 | ||||||
Common Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Sale of stock issue price per share | $ 0.0001 | $ 0.0001 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of warrants | $ 11,050,000 | ||||||
Class of warrants or rights issued during the period shares | 7,366,667 | ||||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | ||||||
Sponsor [Member] | Common Class B [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period shares share based compensation gross | 2,300,000 | ||||||
Stock issued during period value share based compensation gross | $ 25,000 | ||||||
Stock issued during period shares share based compensation forfeited | 287,500 | ||||||
Shares transferred to directors officers | 201,250 | ||||||
Sale of stock issue price per share | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Denominator: | ||
Interest income on Assets held in Trust Account | $ 1,008 | $ 9,949 |
Expenses available to be paid with interest income from Trust Account | 0 | |
Net loss | $ (295,743) | 4,235,791 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) including accretion of temporary equity | $ 4,024,612 | |
Denominator: | ||
Weighted-average shares outstanding | 8,553,125 | 40,250,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.10 |
Net income available to holders of Class A common stock | $ 1,008 | |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) including accretion of temporary equity | $ 201,230 | |
Denominator: | ||
Weighted-average shares outstanding | 1,484,249 | 2,012,500 |
Basic and diluted net income (loss) per share | $ (0.20) | $ 0.10 |
Net loss attributable to holders of Class B common stock | $ (296,751) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Line Items] | ||
Term of restricted investments | 185 days | 185 days |
Assets held in Trust Account | $ 402,501,008 | $ 402,510,957 |
Adjustment to additional paid in capital stock issuance costs | $ 22,926,943 | $ 22,926,943 |
Class of warrants or rights exercised | 0 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right outstanding | 733,333 | |
Class of warrants or rights exercise price of warrant or right | $ 11 | |
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Private Placement Warrants [Member] | Redeemable Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 7,366,667 | 17,429,167 |
Class A Common Stock Subject To Possible Redemption [Member] | ||
Accounting Policies [Line Items] | ||
Adjustment to additional paid in capital stock issuance costs | $ 997,322 | |
Redeemable warrant liability [Member] | ||
Accounting Policies [Line Items] | ||
Adjustment to additional paid in capital stock issuance costs | 21,929,621 | |
Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Cash insured with federal deposit insurance corporation | $ 250,000 | 250,000 |
US Government Corporations and Agencies Securities [Member] | ||
Accounting Policies [Line Items] | ||
Assets held in Trust Account | 402,500,000 | 402,509,142 |
Interest Receivable On Government Securities [Member] | ||
Accounting Policies [Line Items] | ||
Assets held in Trust Account | $ 1,008 | $ 1,815 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Dec. 10, 2020 | Nov. 27, 2020 | Nov. 06, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||||
Sale of stock issue price per share | $ 0.01 | |||||
Percentage of public shares due for redemption in case business combination is not consummated | 100.00% | 100.00% | ||||
Proceeds from Issuance of Warrants | $ 11,050,000 | |||||
Assets held in trust non current | $ 402,501,008 | $ 402,510,957 | ||||
Minimum per share amount to be maintained in the trust account | $ 10 | $ 10 | ||||
Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,366,667 | |||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | |||||
Proceeds from Issuance of Warrants | $ 11,050,000 | |||||
Class of warrants or rights lock in period | 30 days | 30 days | ||||
Redemption Period One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period within which public shares shall be redeemed in case business combination does not occur | 24 months | 24 months | ||||
Redemption Period Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period within which public shares shall be redeemed in case business combination does not occur | 27 months | 27 months | ||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 7,366,667 | |||||
Class of warrants or rights exercise price of warrant or right | $ 11 | |||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | |||||
Proceeds from Issuance of Warrants | $ 11,050,000 | |||||
Assets held in trust non current | $ 402,500,000 | |||||
Redeemable Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights number of shares called by each warrant or right | 1 | |||||
Class of warrants or rights exercise price of warrant or right | $ 11 | |||||
Redeemable Warrants [Member] | After Completion Of Business Combination [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights period after which they are exercisable | 30 days | |||||
Redeemable Warrants [Member] | After Completion Of Initital Public Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights period after which they are exercisable | 12 months | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares issued | 2,012,500 | 2,012,500 | ||||
Sale of stock issue price per share | $ 0.0001 | $ 0.0001 | ||||
Percentage of the voting power entitlement before business combination | 20.00% | 20.00% | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period value share based compensation gross | $ 25,000 | |||||
Sale of stock issue price per share | $ 0.01 | |||||
Shares transferred to directors officers | 201,250 | |||||
Common Class B [Member] | Sponsor [Member] | Alignment Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Lock in period of shares | 30 days | 30 days | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Initial price threshold | $ 10 | $ 10 | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | Alignment Shares [Member] | Change Of Control [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of conversion shares for the measurement period | 2,013 | 2,013 | ||||
Number of shares of common stock converted from one class to another as percentage of closing share count | 5.00% | 5.00% | ||||
Shares issuable as a percentage of closing share count less shares already issued | 5.00% | 5.00% | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | Alignment Shares [Member] | Change Of Control [Member] | Remaining Tranche Convertible [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of conversion shares for the measurement period | 2,013 | 2,013 | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | Triggering Event One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of conversion shares for the measurement period | 2,013 | 2,013 | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | Triggering Event Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of conversion shares for the measurement period | 2,013 | 2,013 | ||||
Total return as a percentage of price threshold | 130.00% | 130.00% | ||||
Percentage of the difference between total return and price threshold | 20.00% | 20.00% | ||||
Common Class B [Member] | Sponsor [Member] | Prospective Conversion Of Class B Common Stock Into Class A Common Stock [Member] | Triggering Event Three [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of conversion shares for the measurement period | 2,013 | 2,013 | ||||
Total return as a percentage of price threshold | 130.00% | 130.00% | ||||
Percentage of the difference between total return and price threshold | 20.00% | 20.00% | ||||
Percentage of the difference between total return and price threshold factor | 30.00% | 30.00% | ||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Securities sold during the year units | 40,250,000 | |||||
Class of warrants or rights issued during the period shares | 10,062,500 | |||||
Sale of stock issue price per share | $ 10 | |||||
IPO [Member] | Redeemable Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 10,062,500 | |||||
IPO [Member] | Class A Common Stock And One Fourth Of One Redeemable Warrant [Member] | SAILSM Securities [Member] | ||||||
Class of Stock [Line Items] | ||||||
Securities sold during the year units | 40,250,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights issued during the period shares | 1,312,500 | |||||
Over-Allotment Option [Member] | Class A Common Stock And One Fourth Of One Redeemable Warrant [Member] | SAILSM Securities [Member] | ||||||
Class of Stock [Line Items] | ||||||
Securities sold during the year units | 5,250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 11, 2020 | Dec. 10, 2020 | Nov. 27, 2020 | Nov. 06, 2020 | Oct. 13, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Aug. 12, 2021 | May 17, 2021 | Feb. 16, 2021 |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | $ 25,000 | $ 240,416 | $ 1,100,000 | |||||||
Sale of stock issue price per share | $ 0.01 | |||||||||
Proceeds from Issuance of Warrants | 11,050,000 | |||||||||
Repayment of related party debt | $ 215,316 | |||||||||
Long term notes payable | $ 1,100,000 | |||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights issued during the period shares | 7,366,667 | |||||||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | |||||||||
Proceeds from Issuance of Warrants | $ 11,050,000 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock issue price per share | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Shares, Outstanding | 2,012,500 | 2,012,500 | ||||||||
Sponsor [Member] | Administrative Service Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration and support service expenses per month payable | $ 10,000 | |||||||||
Sponsor [Member] | General and Administrative Expense [Member] | Administrative Service Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction administration expenses | $ 6,144 | $ 60,000 | ||||||||
Sponsor [Member] | Second Amended And Restated Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 3,000,000 | |||||||||
Long term date of maturity | Dec. 31, 2022 | |||||||||
Debt instrument conversion price per share | $ 1.50 | |||||||||
Long term notes payable | $ 1,100,000 | |||||||||
Sponsor [Member] | Second Amended And Restated Promissory Note [Member] | Forecast [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long term notes payable | $ 1,900,000 | |||||||||
Line of credit facility outstanding borrowing | $ 3,000,000 | |||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrants or rights issued during the period shares | 7,366,667 | |||||||||
Class of warrants or rights issued during the period price per warrant | $ 1.50 | |||||||||
Proceeds from Issuance of Warrants | $ 11,050,000 | |||||||||
Warrants amount allocated to the capital of the company | $ 3,000,000 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued shares share based payment arrangement before forfeiture | 2,300,000 | |||||||||
Shares issued value share based payment arrangement before forfeiture | $ 25,000 | |||||||||
Sale of stock issue price per share | $ 0.01 | |||||||||
Shares issued shares share based payment arrangement forfeited | 287,500 | |||||||||
Shares Transferred To Directors And Officers | 201,250 | |||||||||
Sponsor [Member] | Common Class B [Member] | Alignment Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 2,012,500 | 2,012,500 | ||||||||
Promissory Note [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | 25,000 | |||||||||
Extinguishment of debt and stock issued value | $ 25,000 | |||||||||
Amended And Restated Unsecured Promissory Note [Member] | Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | 215,316 | |||||||||
Repayment of related party debt | $ 215,316 |
Commitment And Contingencies -
Commitment And Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Underwriting discounts and commissions per share | $ 0.55 | $ 0.55 |
Underwriting discounts and commissions value | $ 22,137,500 | $ 22,137,500 |
Payment of Financing and Stock Issuance Costs | 8,050,000 | 8,050,000 |
Accrued offering costs | $ 14,087,500 | $ 14,087,500 |
Percent of underwriting agreement to deferred underwriting commissions held in the Trust Account | 20.00% | 20.00% |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | Dec. 11, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
SAILSM Securities [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 5,250,000 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 250,000,000 | 250,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Temporary equity shares outstanding | 40,250,000 | 40,250,000 | |
Temporary equity shares outstanding | 38,535,241 | ||
Common stock shares issued | 1,714,759 | ||
Common stock shares outstanding | 1,714,759 | ||
Temporary equity shares issued | 1,714,759 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 5,250,000 | ||
Class of warrants or rights issued during the period shares | 1,312,500 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 10,000,000 | 10,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 2,012,500 | 2,012,500 | |
Common stock shares outstanding | 2,012,500 | 2,012,500 |
Redeemable Warrant Liability -
Redeemable Warrant Liability - Additional Information (Detail) - USD ($) | Nov. 06, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Redeemable Warrant Liability [Line Items] | |||
Sale of stock, number of shares issued in transaction | 2,300,000 | ||
Sale of stock issue price per share | $ 0.01 | ||
Warrants and rights outstanding | $ 10,867,500 | $ 18,716,250 | |
Gain (loss) on the re-measurement | $ 7,848,750 | ||
SAILSM Securities [Member] | |||
Redeemable Warrant Liability [Line Items] | |||
Number of redeemable warrants | 10,062,500 | ||
IPO [Member] | |||
Redeemable Warrant Liability [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
IPO [Member] | SAILSM Securities [Member] | |||
Redeemable Warrant Liability [Line Items] | |||
Sale of stock, number of shares issued in transaction | 40,250,000 | ||
Sale of stock issue price per share | $ 10 | ||
Common Class A [Member] | SAILSM Securities [Member] | |||
Redeemable Warrant Liability [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 10, 2020 | Nov. 27, 2020 | Nov. 06, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Stock Based Compensation [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 2,300,000 | ||||
Sale of stock issue price per share | $ 0.01 | ||||
Unrecognized stock-based compensation expense | $ 250 | $ 250 | |||
Private Placement Warrants [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 7,366,667 | ||||
Sale of stock issue price per share | $ 1.50 | ||||
Common Class B [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Common stock shares issued | 2,012,500 | 2,012,500 | |||
Common stock shares outstanding | 2,012,500 | 2,012,500 | |||
Sale of stock issue price per share | $ 0.0001 | $ 0.0001 | |||
Director [Member] | |||||
Stock Based Compensation [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 201,250 | ||||
Shares issued shares share based payment arrangement forfeited | 287,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 402,509,142 | $ 402,500,000 |
Total liabilities at fair value | 10,867,500 | 0 |
Fair Value, Inputs, Level 1 [Member] | Redeemable warrant liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 10,867,500 | 0 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 402,509,142 | 402,500,000 |
Fair Value, Inputs, Level 1 [Member] | Sponsor Promissory Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sponsor promissory note | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Total liabilities at fair value | 1,100,000 | 0 |
Fair Value, Inputs, Level 2 [Member] | Redeemable warrant liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Sponsor Promissory Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sponsor promissory note | 1,100,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | 0 |
Total liabilities at fair value | 0 | 18,716,250 |
Fair Value, Inputs, Level 3 [Member] | Redeemable warrant liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | 0 | 18,716,250 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 0 | $ 0 |
Fair Value, Inputs, Level 3 [Member] | Sponsor Promissory Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sponsor promissory note | $ 0 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense Benefit (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Federal | ||
Current | $ 0 | |
Deferred | 0 | |
State and local | ||
Current | 0 | |
Deferred | 0 | |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Current tax at U.S. statutory rate, Amount | $ (62,106) | |
Valuation allowance activity, Amount | 62,106 | |
Total income tax provision/(benefit), Amount | $ 0 | $ 0 |
Current tax at U.S. statutory rate, Percent of Pretax | 21.00% | |
Valuation allowance activity, Percent of Pretax | (21.00%) | |
Total income tax provision/(benefit), Percent of Pretax | 0.00% | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) | Dec. 31, 2020USD ($) |
Components of Deferred Tax Assets and Liabilities [Abstract] | |
Net Operating Losses | $ 5,294 |
Capitalized Costs | 56,812 |
Deferred Taxes Before Valuation | 62,106 |
Allowance | 0 |
Valuation allowance | (62,106) |
Net deferred tax assets/(liabilities), net of allowance | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense benefit | $ 0 | $ 0 |
Effective income tax rate percentage | 0.00% | 0.00% |
Liability for uncertain tax position | $ 0 | $ 0 |
Net loss | 295,743 | $ (4,235,791) |
Tax adjustments, settlements and unusual provisions | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | Jul. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class A common stock subject to possible redemption | $ 402,510,957 | $ 402,501,008 | |
Subsequent Events [Member] | |||
Fair value of alignment shares | $ 110,000,000 | ||
Subsequent Events [Member] | Altus [Member] | |||
Date of business acquisition | Jul. 12, 2021 | ||
Preferred stock redemption amount | $ 275,000,000 | ||
Subsequent Events [Member] | PIPE Subscription Agreement [Member] | Altus [Member] | |||
Date of business acquisition | Jul. 12, 2021 | ||
Subsequent Events [Member] | PIPE Subscription Agreement [Member] | Purchase Commitment [Member] | |||
Proceeds from issuance of common stock | $ 70,000,000 | ||
Proceeds from additional issuance of common stock | $ 150,000,000 | ||
Subsequent Events [Member] | Common Class A [Member] | |||
Percentage of common stock issued for conversion | 8.50% | ||
Common stock increased percentage, issued for conversion | 9.50% | ||
Subsequent Events [Member] | Common Class A [Member] | Altus [Member] | |||
Stock issued during period value, business combination | $ 900,000,000 | ||
Business combination, share price | $ 10 | ||
Subsequent Events [Member] | Common Class A [Member] | Minimum [Member] | |||
Class A common stock subject to possible redemption | $ 100,000,000 | ||
Subsequent Events [Member] | Common Class A [Member] | PIPE Subscription Agreement [Member] | Altus [Member] | |||
Business combination, share price | $ 10 | ||
Business combination aggregate shares of common stock | 27.5 | ||
Business combination, purchase price | $ 275,000,000 | ||
Subsequent Events [Member] | Common Class A [Member] | PIPE Subscription Agreement [Member] | Purchase Commitment [Member] | Chief Executive Officer And Director [Member] | |||
Proceeds from issuance of common stock | $ 1,000,000 | ||
Subsequent Events [Member] | Common Class B [Member] | |||
Common stock terms of conversion | the PubCo Charter caps the total number of shares of Class A common stock that may be issued in such conversion to 8.5% of the total number of issued and outstanding shares of Class A common stock on the closing date of the transactions contemplated by the Business Combination Agreement except that if there are more than $100 million in outstanding redemptions of shares of the Company’s Class A common stock in connection therewith, the 8.5% cap in the foregoing calculation will be increased to 9.5%. Contemporaneously with the execution of the Business Combination Agreement, the holders of Class B common stock will surrender 30% of the shares of Class B common stock held by such holder. | ||
Conversion of common stock shares surrendered percentage | 30.00% |