Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in the Original Financial Statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Class A common stock. In addition, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of its shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, on November 24, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management, concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the reclassification error. The Company’s accounting related to temporary equity and permanent equity and its earnings per share calculation did not have any effect on the Company’s previously reported investments held in trust or cash. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | HumanCo Acquisition Corp. | ||
Entity Central Index Key | 0001829042 | ||
Entity Address, State or Province | TX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Class A Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 31,250,000 | ||
Class B Common Stock [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,187,500 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 1,193,592 |
Prepaid expenses | 625,421 |
Total Current Assets | 1,819,013 |
Cash and marketable securities held in Trust Account | 312,508,029 |
TOTAL ASSETS | 314,327,042 |
Current liabilities | |
Accrued expenses | 67,337 |
Accrued offering costs | 5,000 |
Total Current Liabilities | 72,337 |
Warrant liability | 31,607,000 |
Deferred underwriting fee payable | 10,062,500 |
Total Liabilities | 41,741,837 |
Commitments and contingencies | |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (14,915,764) |
Total Stockholders' Deficit | (14,914,795) |
Total Liabilities and Stockholders' Deficit | 314,327,042 |
Class A Common Stock [Member] | |
Current liabilities | |
Class A common stock subject to possible redemption, $0.0001 par value, 28,750,000 shares at redemption value of $10.00 per share | 287,500,000 |
Stockholders' Deficit | |
Common stock | 250 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common stock | $ 719 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Stockholders' Deficit | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Common Stock [Member] | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Common stock subject to possible redemption, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock subject to possible redemption (in shares) | 28,750,000 |
Common stock subject to possible redemption (in dollars per share) | $ / shares | $ 10 |
Stockholders' Deficit | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 |
Common stock, shares issued (in shares) | 2,500,000 |
Common stock, shares outstanding (in shares) | 2,500,000 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 |
Common stock, shares issued (in shares) | 7,187,500 |
Common stock, shares outstanding (in shares) | 7,187,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operational costs | $ 97,659 |
Loss from operations | (97,659) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 8,029 |
Change in fair value of warrant liability | (8,375,750) |
Transaction costs associated with warrant liability | (804,576) |
Other expense, net | (9,172,297) |
Net loss | (9,269,956) |
Class A Common Stock [Member] | |
Other income (expense): | |
Net loss | $ (5,065,550) |
Weighted average shares outstanding (in shares) | shares | 7,183,908 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.71) |
Class B Common Stock [Member] | |
Other income (expense): | |
Net loss | $ (4,204,406) |
Weighted average shares outstanding (in shares) | shares | 5,962,644 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.71) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 3 months ended Dec. 31, 2020 - USD ($) | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Class A Common Stock [Member] | Class B Common Stock [Member] |
Beginning balance at Oct. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Oct. 04, 2020 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | |||||||
Issuance of Class B common stock | $ 719 | 24,281 | 0 | 25,000 | |||
Issuance of Class B common stock (in shares) | 7,187,500 | ||||||
Sale of 2,500,000 Private Placement Units, net of initial fair value of warrant liability | $ 250 | 23,787,250 | 0 | 23,787,500 | |||
Sale of 2,500,000 Private Placement Units, net of initial fair value of warrant liability (in shares) | 2,500,000 | ||||||
Accretion for Class A ordinary shares to redemption amount | (23,811,531) | (5,645,808) | (29,457,339) | ||||
Net loss | 0 | (9,269,956) | (9,269,956) | $ (5,065,550) | $ (4,204,406) | ||
Ending balance at Dec. 31, 2020 | $ 250 | $ 719 | $ 0 | $ (14,915,764) | $ (14,914,795) | ||
Ending balance (in shares) at Dec. 31, 2020 | 2,500,000 | 7,187,500 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) | Dec. 11, 2020shares |
Private Placement Units [Member] | |
Stockholders' Deficit | |
Units issued (in shares) | 2,500,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,269,956) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 8,375,750 |
Transaction costs allocable to warrants | 804,576 |
Interest earned on marketable securities held in Trust Account | (8,029) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (625,421) |
Accrued expenses | 67,337 |
Net cash used in operating activities | (655,743) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (312,500,000) |
Net cash used in investing activities | (312,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 |
Proceeds from sale of Private Placement Units | 25,000,000 |
Proceeds from sale of Private Placement Warrants | 8,075,000 |
Proceeds from promissory note - related party | 183,000 |
Repayment of promissory note - related party | (183,000) |
Payment of offering costs | (500,665) |
Net cash provided by financing activities | 314,349,335 |
Net Change in Cash | 1,193,592 |
Cash - Beginning of period | 0 |
Cash - End of period | 1,193,592 |
Non-Cash financing activities: | |
Deferred underwriting fee payable | 10,062,500 |
Offering costs included in accrued offering costs | $ 5,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HumanCo Acquisition Corp. (the “Company”) was incorporated in Delaware on October 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from October 5, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2020. On December 11, 2020 the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,075,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HumanCo Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,075,000, which is described in Note 5. CAVU Venture Partners III, LP, or “CAVU”, a member of the Sponsor, purchased 2,500,000 Units (the “Private Placement Units” and, with respect to the Class A common stock included in the Private Placement Units, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $25,000,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering (see Note 5). Transaction costs amounted to $16,318,165, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $505,665 of other offering costs. Transaction costs charged to equity amounted to $15,513,589 and $804,576 were expensed. Following the closing of the Initial Public Offering on December 11, 2020, an amount of $312,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of Private Placement Warrants and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and CAVU have agreed to vote their Founder Shares (as defined in Note 6), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and CAVU have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Placement Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination by December 11, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor or CAVU acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until December 11, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares and Private Placement Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares and Private Placement Shares, which redemption will completely extinguish Public Stockholders’ and holders of Private Placement Shares’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 11, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 11, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on July 8, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. See Note 1 which has been restated to reflect management’s going concern considerations as a result of the Company’s mandatory liquidation date. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on December 11, 2020 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on July 8, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the period through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. The table below summarizes the effects of the restatement on the financial statements for all periods being restated: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Balance Sheet as of December 11, 2020 Class A Common Stock Subject to Possible Redemption $ 276,047,580 $ 11,452,420 $ 287,500,000 Class A Common Stock $ 365 $ (115 ) $ 250 Additional Paid-in Capital $ 5,806,497 $ (5,806,497 ) $ — Accumulated Deficit $ (807,576 ) $ (5,645,808 ) $ (6,453,384 ) Stockholder Equity $ 5,000,005 $ (11,452,420 ) $ (6,452,415 ) Number of Class A common stock subject to possible redemption 27,604,758 1,145,242 28,750,000 Balance Sheet as of December 31, 2020 Class A Common Stock Subject to Possible Redemption $ 267,585,200 $ 19,914,800 $ 287,500,000 Common Stock $ 449 $ (199 ) $ 250 Additional Paid-in Capital $ 14,268,793 $ (14,268,793 ) $ — Accumulated Deficit $ (9,269,956 ) $ (5,645,808 ) $ (14,915,764 ) Stockholder Equity $ 5,000,005 $ (19,914,800 ) $ (14,914,795 ) Number of Class A common stock subject to possible redemption 26,758,520 1,991,480 28,750,000 Statement of Operations for the period from October 5, 2020 (inception) through December 31, 2020 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 28,750,000 (21,566,092 ) 7,183,908 Basic and diluted net loss per share, Class A common stock $ — $ (0.71 ) $ (0.71 ) Basic and diluted weighted average shares outstanding, Class B common stock 7,129,630 (1,166,986 ) 5,962,644 Basic and diluted net loss per share, Class B common stock $ (1.30 ) $ 0.59 $ (0.71 ) Statement of Cash Flows for the period from October 5, 2020 (inception) through December 31, 2020 (audited) Initial classification of Class A common stock subject to redemption $ 276,047,580 $ 11,452,420 $ 287,500,000 Change in value of Class A common stock subject to possible redemption $ (8,462,380 ) $ 8,462,380 $ — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and 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”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public 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, public shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Holders of Class A common stock issued in the private placement at the time of the IPO have waived their redemption rights and as such those 2,500,000 shares of Class A common stock are classified within permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,318,165, of which $15,513,589 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $804,576 were expensed to the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest or penalties as of December 31, 2020. The Company is not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,700,000 shares of Class A common stock in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period from October 5, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net income (loss) per common shares Numerator: Allocation of net income (loss), as adjusted $ (5,065,550 ) $ (4,204,406 ) Denominator: Basic and diluted weighted average shares outstanding 7,183,908 5,962,644 Basic and diluted net income (loss) per common share $ (0.71 ) $ (0.71 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 2,500,000 Private Placement Shares, which were issued in conjunction with the Initial Public Offering on December 11, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature, except for the Warrants (see Note10). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,075,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (or an aggregate of $8,075,000) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Simultaneously with the closing of the IPO, CAVU purchased 2,500,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $25,000,000 in a private placement. Each Private Placement Unit consists of one Private Placement Share and one-half of one redeemable warrant (“CAVU Private Placement Warrant”). Each whole CAVU Private Placement Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). If the Company seeks stockholder approval in connection with a Business Combination, CAVU has agreed to vote its Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. CAVU has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTIES [Abstract] | |
RELATED PARTIES | NOTE 6 — RELATED PARTIES Founder Shares On October 12, 2020, the Sponsor purchased 6,468,750 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In November 2020, the Sponsor transferred 25,000 shares of Class B common stock to each of the independent directors, 75,000 shares of Class B common stock to the Chief Executive Officer, 25,000 shares of Class B common stock to the Chief Operating Officer and 10,000 shares of Class B common stock to a financial analyst. On December 8, 2020, the Company effected a stock dividend of 718,750 shares of Class B common stock, resulting in an aggregate of 7,187,500 Founder Shares outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On October 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $183,000 was repaid at the closing of the Initial Public Offering on December 11, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on December 10, 2020, HMCO Acquisition, LLC, a member of the Sponsor, and CAVU will have rights to require the Company to register any of the securities held by them for resale under the Securities Act pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of the Founder Shares, Private Placement Shares, CAVU Private Placement Warrants, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the CAVU Private Placement Warrants, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination 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 expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDER'S EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY 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 and outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2020, there were 2,500,000 shares of Class A common stock issued and outstanding, excluding 28,750,000 shares of Class A common stock subject to possible redemption which are included in temporary equity. Class B 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. Holders of Class B common stock are entitled to one vote for each share. As of December 31, 2020, there were 7,187,500 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor, CAVU or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the Sponsor or CAVU or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or CAVU or any of their respective affiliates, without taking into account the transfer of Founder Shares, Private Placement Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor or CAVU in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants and CAVU Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and CAVU Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants and CAVU Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and CAVU Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants and CAVU Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants and CAVU Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 8,422 Organizational costs/Startup expenses 10,400 Total deferred tax asset 18,822 Valuation allowance (18,822 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (18,822 ) State Current $ — Deferred — Change in valuation allowance 18,822 Income tax provision $ — As of December 31, 2020, the Company had approximately $40,000 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from October 5, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $18,822. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.0 )% Transaction costs allocable to warrants (1.8 )% Change in valuation allowance (0.2 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $91 in cash and $312,507,938 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) 1 $ 312,507,938 $ (10,694 ) $ 312,497,244 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 312,497,244 Liabilities: Warrant Liability – Public Warrants 3 $ 20,625,000 Warrant Liability – Private Placement Warrants 3 $ 10,982,000 Initial Measurement The Company established the initial fair value for the Warrants on December 11, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Public Warrants and a Black-Scholes analysis for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, (iii) the sale of Private Placement Units (which is inclusive of one Private Placement Share and one-half of one redeemable warrant (CAVU Private Placement Warrant)) and (iv) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The CAVU Private Placement Warrants are included within the Public Warrant value throughout the tables below. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Warrant Liability – Public Warrants 3 $ 15,156,250 Warrant Liability – Private Placement Warrants 3 $ 8,075,000 The key inputs into the Black-Scholes and Monte Carlo simulation models, respectively, for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input December 11, 2020 (Initial Measurement) Risk-free interest rate 0.57 % Tine to maturity 6.50 Dividend yield 0.00 % Expected volatility 17.50 % Exercise price $ 11.50 Unit Price $ 9.51 On December 11, 2020, the Private Placement Warrants, Public Warrants and CAVU Private Placement Warrants were determined to be $1.00, $0.97 and $0.97 per warrant for aggregate values of $8.08 million and $15.16 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants was calculated using the Monte Carlo simulation. The subsequent measurement of the Private Placement Warrants was calculated using a Black Scholes analysis; however, this relies upon inputs derived from the Monte Carlo simulation of the public warrants; namely, the underlying stock price and the implied volatility from the traded Public Warrant price. The key inputs into the warrant valuation for the Public Warrants and the Private Placement Warrants were as follows at December 31, 2020: Input Public Warrants Private Placement Warrants Risk-free interest rate 0.57 % 0.57 % Expected Term 6.45 6.45 Dividend yield 0.00 % 0.00 % Expected volatility 17.50 % 17.50 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.36 $ 10.36 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $10.98 million and $20.63 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 5, 2020 (inception) $ — $ — $ — Initial measurement on December 11, 2020 8,075,000 15,156,250 23,231,250 Change in valuation of warrant liability 2,907,000 5,468,750 8,375,750 Fair value as of December 31, 2020 $ 10,982,000 $ 20,625,000 $ 31,607,000 Subsequent to the initial measurement, the Company had no transfers in or out of Level 3 during the period from December 11, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Public Warrant and the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up, the date that the financial statements were issued. Based upon this review, other than described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and 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”). |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public 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, public shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Holders of Class A common stock issued in the private placement at the time of the IPO have waived their redemption rights and as such those 2,500,000 shares of Class A common stock are classified within permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,318,165, of which $15,513,589 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $804,576 were expensed to the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest or penalties as of December 31, 2020. The Company is not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,700,000 shares of Class A common stock in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period from October 5, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net income (loss) per common shares Numerator: Allocation of net income (loss), as adjusted $ (5,065,550 ) $ (4,204,406 ) Denominator: Basic and diluted weighted average shares outstanding 7,183,908 5,962,644 Basic and diluted net income (loss) per common share $ (0.71 ) $ (0.71 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 2,500,000 Private Placement Shares, which were issued in conjunction with the Initial Public Offering on December 11, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature, except for the Warrants (see Note10). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
Effects of Restatement on Financial Statements | The table below summarizes the effects of the restatement on the financial statements for all periods being restated: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Balance Sheet as of December 11, 2020 Class A Common Stock Subject to Possible Redemption $ 276,047,580 $ 11,452,420 $ 287,500,000 Class A Common Stock $ 365 $ (115 ) $ 250 Additional Paid-in Capital $ 5,806,497 $ (5,806,497 ) $ — Accumulated Deficit $ (807,576 ) $ (5,645,808 ) $ (6,453,384 ) Stockholder Equity $ 5,000,005 $ (11,452,420 ) $ (6,452,415 ) Number of Class A common stock subject to possible redemption 27,604,758 1,145,242 28,750,000 Balance Sheet as of December 31, 2020 Class A Common Stock Subject to Possible Redemption $ 267,585,200 $ 19,914,800 $ 287,500,000 Common Stock $ 449 $ (199 ) $ 250 Additional Paid-in Capital $ 14,268,793 $ (14,268,793 ) $ — Accumulated Deficit $ (9,269,956 ) $ (5,645,808 ) $ (14,915,764 ) Stockholder Equity $ 5,000,005 $ (19,914,800 ) $ (14,914,795 ) Number of Class A common stock subject to possible redemption 26,758,520 1,991,480 28,750,000 Statement of Operations for the period from October 5, 2020 (inception) through December 31, 2020 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 28,750,000 (21,566,092 ) 7,183,908 Basic and diluted net loss per share, Class A common stock $ — $ (0.71 ) $ (0.71 ) Basic and diluted weighted average shares outstanding, Class B common stock 7,129,630 (1,166,986 ) 5,962,644 Basic and diluted net loss per share, Class B common stock $ (1.30 ) $ 0.59 $ (0.71 ) Statement of Cash Flows for the period from October 5, 2020 (inception) through December 31, 2020 (audited) Initial classification of Class A common stock subject to redemption $ 276,047,580 $ 11,452,420 $ 287,500,000 Change in value of Class A common stock subject to possible redemption $ (8,462,380 ) $ 8,462,380 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period from October 5, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net income (loss) per common shares Numerator: Allocation of net income (loss), as adjusted $ (5,065,550 ) $ (4,204,406 ) Denominator: Basic and diluted weighted average shares outstanding 7,183,908 5,962,644 Basic and diluted net income (loss) per common share $ (0.71 ) $ (0.71 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 8,422 Organizational costs/Startup expenses 10,400 Total deferred tax asset 18,822 Valuation allowance (18,822 ) Deferred tax asset, net of allowance $ — |
Income Tax Provision | The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (18,822 ) State Current $ — Deferred — Change in valuation allowance 18,822 Income tax provision $ — |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.0 )% Transaction costs allocable to warrants (1.8 )% Change in valuation allowance (0.2 )% Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Gross Holding Gains and Fair Value of Held-To-Maturity Securities | The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 3/11/2021) 1 $ 312,507,938 $ (10,694 ) $ 312,497,244 |
Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 312,497,244 Liabilities: Warrant Liability – Public Warrants 3 $ 20,625,000 Warrant Liability – Private Placement Warrants 3 $ 10,982,000 The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Warrant Liability – Public Warrants 3 $ 15,156,250 Warrant Liability – Private Placement Warrants 3 $ 8,075,000 |
Key Inputs for Private Placement Warrants and Public Warrants | The key inputs into the Black-Scholes and Monte Carlo simulation models, respectively, for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input December 11, 2020 (Initial Measurement) Risk-free interest rate 0.57 % Tine to maturity 6.50 Dividend yield 0.00 % Expected volatility 17.50 % Exercise price $ 11.50 Unit Price $ 9.51 The key inputs into the warrant valuation for the Public Warrants and the Private Placement Warrants were as follows at December 31, 2020: Input Public Warrants Private Placement Warrants Risk-free interest rate 0.57 % 0.57 % Expected Term 6.45 6.45 Dividend yield 0.00 % 0.00 % Expected volatility 17.50 % 17.50 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.36 $ 10.36 |
Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 5, 2020 (inception) $ — $ — $ — Initial measurement on December 11, 2020 8,075,000 15,156,250 23,231,250 Change in valuation of warrant liability 2,907,000 5,468,750 8,375,750 Fair value as of December 31, 2020 $ 10,982,000 $ 20,625,000 $ 31,607,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Dec. 11, 2020 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 281,750,000 | |
Gross proceeds from issuance of warrants | 8,075,000 | |
Proceeds from Issuance of Private Placement Units | 25,000,000 | |
Transaction costs | $ 16,318,165 | |
Underwriting fees | 5,750,000 | |
Deferred underwriting fees | 10,062,500 | 10,062,500 |
Other offering costs | 505,665 | |
Transaction costs charged to equity | 15,513,589 | |
Transaction costs associated with Initial Public Offering | 804,576 | 804,576 |
Amount deposited in Trust Account | $ 312,500,000 | $ 312,500,000 |
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ 10 | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Net proceeds from Initial Public Offering and Private Placement per unit (in dollars per share) | $ 10 | |
Amount of interest to pay dissolution expenses | $ 100,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 28,750,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 287,500,000 | |
Redemption price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 3,750,000 | |
Share price (in dollars per share) | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ 1 | |
Warrants issued (in shares) | 8,075,000 | |
Gross proceeds from issuance of warrants | $ 8,075,000 | |
Private Placement [Member] | Private Placement Units [Member] | CAVU [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Share price (in dollars per share) | $ 10 | |
Proceeds from Issuance of Private Placement Units | $ 25,000,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Dec. 11, 2020 | Oct. 04, 2020 |
Common Stock Subject to Possible Redemption [Abstract] | |||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Balance Sheet [Abstract] | |||
Additional Paid-in Capital | 0 | $ 0 | |
Accumulated Deficit | (14,915,764) | (6,453,384) | |
Stockholder Equity | (14,914,795) | (6,452,415) | $ 0 |
Class A Common Stock [Member] | |||
Balance Sheet [Abstract] | |||
Common Stock Subject to Possible Redemption | 287,500,000 | 287,500,000 | |
Common Stock | $ 250 | $ 250 | |
Number of Class A common stock subject to possible redemption (in shares) | 28,750,000 | 28,750,000 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | |||
Balance Sheet [Abstract] | |||
Additional Paid-in Capital | $ 14,268,793 | $ 5,806,497 | |
Accumulated Deficit | (9,269,956) | (807,576) | |
Stockholder Equity | 5,000,005 | 5,000,005 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class A Common Stock [Member] | |||
Balance Sheet [Abstract] | |||
Common Stock Subject to Possible Redemption | 267,585,200 | 276,047,580 | |
Common Stock | $ 449 | $ 365 | |
Number of Class A common stock subject to possible redemption (in shares) | 26,758,520 | 27,604,758 | |
Adjustments [Member] | |||
Balance Sheet [Abstract] | |||
Additional Paid-in Capital | $ (14,268,793) | $ (5,806,497) | |
Accumulated Deficit | (5,645,808) | (5,645,808) | |
Stockholder Equity | (19,914,800) | (11,452,420) | |
Adjustments [Member] | Class A Common Stock [Member] | |||
Balance Sheet [Abstract] | |||
Common Stock Subject to Possible Redemption | 19,914,800 | 11,452,420 | |
Common Stock | $ (199) | $ (115) | |
Number of Class A common stock subject to possible redemption (in shares) | 1,991,480 | 1,145,242 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) | 3 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class A Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | 7,183,908 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.71) |
Class B Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | 5,962,644 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.71) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class A Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | 28,750,000 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ 0 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class B Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | 7,129,630 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (1.30) |
Adjustments [Member] | Class A Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | (21,566,092) |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.71) |
Adjustments [Member] | Class B Common Stock [Member] | |
Statement of Operations [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | shares | (1,166,986) |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ 0.59 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) - Class A Common Stock [Member] | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Initial classification of Class A common stock subject to possible redemption | $ 287,500,000 |
Change in value of Class A common stock subject to possible redemption | 0 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | |
Statement of Cash Flows [Abstract] | |
Initial classification of Class A common stock subject to possible redemption | 276,047,580 |
Change in value of Class A common stock subject to possible redemption | (8,462,380) |
Adjustments [Member] | |
Statement of Cash Flows [Abstract] | |
Initial classification of Class A common stock subject to possible redemption | 11,452,420 |
Change in value of Class A common stock subject to possible redemption | $ 8,462,380 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 11, 2020 | Dec. 31, 2020 |
Offering Costs [Abstract] | ||
Offering costs | $ 16,318,165 | |
Transaction costs charged to equity | 15,513,589 | |
Transaction costs associated with Initial Public Offering | $ 804,576 | $ 804,576 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | 0 | |
Accrued interest and penalties | 0 | |
Tax provision | 0 | |
Numerator: [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (9,269,956) | |
Private Placement Units [Member] | ||
Denominator: [Abstract] | ||
Units issued (in shares) | 2,500,000 | |
Class A Common Stock [Member] | ||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||
Shares reclassified to permanent equity (in shares) | 2,500,000 | |
Net Income (Loss) per Common Share [Abstract] | ||
Warrants exercisable to purchase of aggregate class A common stock (in shares) | 23,700,000 | |
Numerator: [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (5,065,550) | |
Denominator: [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 7,183,908 | |
Basic and diluted net income (loss) per common share (in dollars per share) | $ (0.71) | |
Class B Common Stock [Member] | ||
Numerator: [Abstract] | ||
Allocation of net income (loss), as adjusted | $ (4,204,406) | |
Denominator: [Abstract] | ||
Basic and diluted weighted average shares outstanding (in shares) | 5,962,644 | |
Basic and diluted net income (loss) per common share (in dollars per share) | $ (0.71) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Dec. 11, 2020$ / sharesshares |
Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Warrants exercise price (in dollars per share) | $ / shares | $ 0.97 |
Initial Public Offering [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 28,750,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
Initial Public Offering [Member] | Public Warrant [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 0.50 |
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 |
Initial Public Offering [Member] | Class A Common Stock [Member] | |
Initial Public Offering [Abstract] | |
Number of securities called by each unit (in shares) | 1 |
Number of securities called by each warrant (in shares) | 1 |
Over-Allotment Option [Member] | Public Shares [Member] | |
Initial Public Offering [Abstract] | |
Units issued (in shares) | 3,750,000 |
Unit price (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 11, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | ||
Gross proceeds from issuance of warrants | $ 8,075,000 | |
Proceeds from Issuance of Private Placement Units | $ 25,000,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 1 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 8,075,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 8,075,000 | |
Share price (in dollars per share) | $ 1 | |
Private Placement [Member] | Private Placement Warrants [Member] | CAVU [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 0.5 | |
Private Placement [Member] | Private Placement Units [Member] | CAVU [Member] | ||
Private Placement Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Units issued (in shares) | 2,500,000 | |
Share price (in dollars per share) | $ 10 | |
Proceeds from Issuance of Private Placement Units | $ 25,000,000 | |
Private Placement [Member] | Private Placement Shares [Member] | CAVU [Member] | ||
Private Placement Warrants [Abstract] | ||
Period warrants to become exercisable after completion of business combination | 1 year | |
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 | |
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | CAVU [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Private Placement [Member] | Class A Common Stock [Member] | Private Placement Shares [Member] | CAVU [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 | |
Share price (in dollars per share) | $ 12 | |
Number of consecutive trading days | 30 days | |
Number of trading days | 20 days | |
Threshold period after initial Business Combination | 150 days |
RELATED PARTIES, Founder Shares
RELATED PARTIES, Founder Shares (Details) - USD ($) | Dec. 08, 2020 | Oct. 12, 2020 | Nov. 30, 2020 | Dec. 31, 2020 |
Founder Shares [Abstract] | ||||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 | |||
Founder Shares [Member] | Sponsor [Member] | ||||
Founder Shares [Abstract] | ||||
Period warrants to become exercisable after completion of business combination | 1 year | |||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Number of consecutive trading days | 30 days | |||
Trading day threshold period | 20 days | |||
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 6,468,750 | |||
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 | |||
Stock dividend issued (in shares) | 718,750 | |||
Number of shares outstanding (in shares) | 7,187,500 | |||
Founder Shares [Member] | Independent Directors [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 25,000 | |||
Founder Shares [Member] | Chief Executive Officer [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 75,000 | |||
Founder Shares [Member] | Chief Operating Officer [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 25,000 | |||
Founder Shares [Member] | Financial Analyst [Member] | Class B Common Stock [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 10,000 |
RELATED PARTIES, Promissory Not
RELATED PARTIES, Promissory Note and Related Party Loans (Details) - USD ($) | Dec. 11, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Repayment of debt to related party | $ 183,000 | |
Sponsor [Member] | Promissory Note [Member] | ||
Related Party Transactions [Abstract] | ||
Repayment of debt to related party | $ 183,000 | |
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Related party, maximum borrowing capacity | 300,000 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||
Related Party Transactions [Abstract] | ||
Promissory note, outstanding | $ 0 | |
Share price (in dollars per share) | $ 1 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Related party, maximum borrowing capacity | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Registration and Stockholder Rights (Details) | Dec. 10, 2020Demand |
Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) | Dec. 31, 2020 | Dec. 11, 2020 |
Underwriting Agreement [Abstract] | ||
Underwriters deferred fee (in dollars per unit) | $ 0.35 | |
Deferred underwriting fees | $ 10,062,500 | $ 10,062,500 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details) | 3 Months Ended | |
Dec. 31, 2020$ / sharesshares | Dec. 11, 2020shares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Stock conversion basis at time of business combination | 1 | |
Stock conversion percentage threshold | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common stock, shares issued (in shares) | 2,500,000 | |
Common stock, shares outstanding (in shares) | 2,500,000 | |
Voting right per share | One vote | |
Common stock subject to possible redemption (in shares) | 28,750,000 | 28,750,000 |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common stock, shares issued (in shares) | 7,187,500 | |
Common stock, shares outstanding (in shares) | 7,187,500 | |
Voting right per share | One vote |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period for warrants to become exercisable upon closing of business combination | 30 days |
Period for warrants to become exercisable after IPO | 12 months |
Expiration period of warrants | 5 years |
Number of days to file registration statement | 15 days |
Period for registration statement to become effective | 60 days |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 18 |
Number of trading days | 20 days |
Percentage of newly issued price to be adjusted to exercise price of warrants | 115.00% |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Warrant redemption trigger price (in dollars per share) | $ 10 |
Period for warrants to become exercisable | 30 days |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds from such issuances newly issued price | 60.00% |
Class A Common Stock [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Minimum days required to redeem the warrants | 30 days |
Number days written notice to redeem warrants | 30 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Minimum days required to redeem the warrants | 30 days |
Number days written notice to redeem warrants | 30 days |
Period commencing after warrants become exercisable | 90 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
INCOME TAX (Details)
INCOME TAX (Details) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Tax Asset [Abstract] | |
Net operating loss carryforward | $ 8,422 |
Organizational costs/Startup expenses | 10,400 |
Total deferred tax asset | 18,822 |
Valuation allowance | (18,822) |
Deferred tax asset, net of allowance | 0 |
Federal [Abstract] | |
Current | 0 |
Deferred | (18,822) |
State [Abstract] | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 18,822 |
Income tax provision | 0 |
Operating Loss Carryforwards [Abstract] | |
Net operating loss carryover | $ 40,000 |
Reconciliation of Federal Income Tax Rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liability | (19.00%) |
Transaction costs allocable to warrants | (1.80%) |
Change in valuation allowance | (0.20%) |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust account | $ 91 |
U.S. Treasury Securities [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust account | 312,507,938 |
U.S. Treasury Securities [Member] | Recurring [Member] | Level 1 [Member] | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Amortized cost | 312,507,938 |
Gross holding loss | (10,694) |
Fair value | $ 312,497,244 |
Maturity date | Mar. 11, 2021 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 11, 2020 |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 20,630,000 | $ 15,160,000 |
Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 10,980,000 | 8,080,000 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 15,156,250 | |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 8,075,000 | |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 312,497,244 | |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 20,625,000 | |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 10,982,000 |
FAIR VALUE MEASUREMENTS, Warran
FAIR VALUE MEASUREMENTS, Warrants Classified as Level 3 at Initial Measurement Date (Details) - USD ($) | Dec. 31, 2020 | Dec. 11, 2020 |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 20,630,000 | $ 15,160,000 |
Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 10,980,000 | 8,080,000 |
CAVU Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 15,160,000 | |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 15,156,250 | |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 8,075,000 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Initial Measurement [Abstract] | ||
Number of securities called by each unit (in shares) | 0.50 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Initial Measurement [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Initial Measurement [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Private Placement [Member] | CAVU Private Placement Warrants [Member] | ||
Initial Measurement [Abstract] | ||
Number of securities called by each unit (in shares) | 0.5 |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs for Private Placement Warrants and Public Warrants at Initial Measurement (Details) $ in Thousands | Dec. 31, 2020USD ($)$ / shares | Dec. 11, 2020USD ($)$ / shares |
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 5 years | |
Private Placement Warrants and Public Warrants [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 6 years 6 months | |
Private Placement Warrants and Public Warrants [Member] | Risk-Free Interest Rate [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.0057 | |
Private Placement Warrants and Public Warrants [Member] | Dividend Yield [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0 | |
Private Placement Warrants and Public Warrants [Member] | Expected Volatility [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.1750 | |
Private Placement Warrants and Public Warrants [Member] | Exercise Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 11.50 | |
Private Placement Warrants and Public Warrants [Member] | Unit Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 9.51 | |
Private Placement Warrants [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 6 years 5 months 12 days | |
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 1 | |
Aggregate value | $ | $ 10,980 | $ 8,080 |
Private Placement Warrants [Member] | Risk-Free Interest Rate [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.0057 | |
Private Placement Warrants [Member] | Dividend Yield [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0 | |
Private Placement Warrants [Member] | Expected Volatility [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.1750 | |
Private Placement Warrants [Member] | Exercise Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 11.50 | |
Private Placement Warrants [Member] | Unit Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 10.36 | |
Public Warrants [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 6 years 5 months 12 days | |
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 0.97 | |
Aggregate value | $ | $ 20,630 | $ 15,160 |
Public Warrants [Member] | Risk-Free Interest Rate [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.0057 | |
Public Warrants [Member] | Dividend Yield [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0 | |
Public Warrants [Member] | Expected Volatility [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.1750 | |
Public Warrants [Member] | Exercise Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 11.50 | |
Public Warrants [Member] | Unit Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 10.36 | |
CAVU Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 0.97 | |
Aggregate value | $ | $ 15,160 |
FAIR VALUE MEASUREMENTS, Key _2
FAIR VALUE MEASUREMENTS, Key Inputs for Public Warrants and Private Placement Warrants at Subsequent Measurement (Details) $ in Thousands | Dec. 31, 2020USD ($)$ / shares | Dec. 11, 2020USD ($) |
Key Inputs into Warrant Valuation [Abstract] | ||
Term | 5 years | |
Private Placement Warrants [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Term | 6 years 5 months 12 days | |
Warrants [Abstract] | ||
Aggregate value | $ | $ 10,980 | $ 8,080 |
Private Placement Warrants [Member] | Risk-Free Interest Rate [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0.0057 | |
Private Placement Warrants [Member] | Dividend Yield [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0 | |
Private Placement Warrants [Member] | Expected Volatility [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0.1750 | |
Private Placement Warrants [Member] | Exercise Price [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 11.50 | |
Private Placement Warrants [Member] | Unit Price [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 10.36 | |
Public Warrants [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Term | 6 years 5 months 12 days | |
Warrants [Abstract] | ||
Aggregate value | $ | $ 20,630 | $ 15,160 |
Public Warrants [Member] | Risk-Free Interest Rate [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0.0057 | |
Public Warrants [Member] | Dividend Yield [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0 | |
Public Warrants [Member] | Expected Volatility [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 0.1750 | |
Public Warrants [Member] | Exercise Price [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 11.50 | |
Public Warrants [Member] | Unit Price [Member] | ||
Key Inputs into Warrant Valuation [Abstract] | ||
Measurement input | 10.36 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Transfers into Level 3 | $ 0 | |
Transfers out of Level 3 | 0 | |
Private Placement Warrants [Member] | ||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | $ 0 | |
Initial measurement on December 11, 2020 | 8,075,000 | |
Change in valuation of warrant liability | 2,907,000 | |
Fair value, end of period | 10,982,000 | 10,982,000 |
Public Warrant [Member] | ||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | 0 | |
Initial measurement on December 11, 2020 | 15,156,250 | |
Change in valuation of warrant liability | 5,468,750 | |
Fair value, end of period | 20,625,000 | 20,625,000 |
Warrant Liabilities [Member] | ||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | 0 | |
Initial measurement on December 11, 2020 | 23,231,250 | |
Change in valuation of warrant liability | 8,375,750 | |
Fair value, end of period | $ 31,607,000 | $ 31,607,000 |