Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | HENNESSY CAPITAL INVESTMENT CORP. V | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001829455 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-37509 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 2,079,000 | $ 72,000 | |
Prepaid expenses | 560,000 | ||
Deferred offering costs | 179,000 | ||
Total current assets | 2,639,000 | 251,000 | |
Cash and investments held in trust account | 345,015,000 | ||
Total assets | 347,654,000 | 251,000 | |
Current liabilities: | |||
Accounts payable, including $70,000 of offering costs at March 31, 2021 and December31, 2020 | 110,000 | 79,000 | |
Accrued liabilities | 1,202,000 | ||
Note payable to Sponsor | 150,000 | ||
Deferred compensation | 71,000 | ||
Accrued income and franchise taxes | 50,000 | ||
Total current liabilities | 1,433,000 | 229,000 | |
Other liabilities: | |||
Warrant liability | 24,582,000 | ||
Deferred underwriting compensation | 12,075,000 | ||
Total liabilities | 38,090,000 | 229,000 | |
Commitments and contingencies | |||
Common stock subject to possible redemption; 30,456,430 and -0- shares at March 31, 2021 and December 31, 2020, respectively, (at value of approximately $10.00 per share) | 304,564,000 | ||
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding at March 31, 2021 and December 31, 2020, respectively | |||
Additional paid-in-capital | 7,437,000 | 24,000 | |
Retained earnings (accumulated deficit) | (2,438,000) | (3,000) | |
Total stockholders’ equity | 5,000,000 | 22,000 | |
Total liabilities and stockholders’ equity | 347,654,000 | 251,000 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock value | |||
Total stockholders’ equity | |||
Class B Common Stock | |||
Stockholders’ equity: | |||
Common stock value | [1] | 1,000 | 1,000 |
Total stockholders’ equity | $ 1,000 | $ 1,000 | |
[1] | Share amounts have been retroactively restated at December 31, 2020 to reflect a stock dividend of 0.2 shares for each share of Class B common stock outstanding on January 14, 2021 (See Note 4) |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts payable (in Dollars) | $ 70,000 | $ 70,000 |
Common stock subject to possible redemption shares | 30,456,430 | 0 |
Common stock subject to possible redemption per value (in Dollars per share) | $ 10 | $ 10 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 4,043,570 | 0 |
Common stock shares outstanding | 4,043,570 | 0 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 8,625,000 | 8,625,000 |
Common stock shares outstanding | 8,625,000 | 8,625,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Revenues | |
General and administrative expenses | 1,602,000 |
Loss from operations | (1,602,000) |
Other income (expense) | |
Interest income on Trust Account | 15,000 |
Warrant liability issuance costs | (639,000) |
Charge associated with issuance of private placement warrants | (832,000) |
Change in fair value of warrant liability | 623,000 |
Loss before provision for income tax | (2,435,000) |
Provision for income tax | |
Net loss | $ (2,435,000) |
Class A Common Stock | |
Two Class Method for Per Share Information: | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 34,500,000 |
Net income per common share – basic and diluted (in Dollars per share) | $ / shares | $ 0 |
Class B Common Stock | |
Two Class Method for Per Share Information: | |
Weighted average common shares outstanding - basic and diluted (in Shares) | shares | 8,385,000 |
Net income per common share – basic and diluted (in Dollars per share) | $ / shares | $ (0.28) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings/(Accumulated Deficit) | Total | |
Balance at Dec. 31, 2020 | $ 1,000 | $ 24,000 | $ (3,000) | $ 22,000 | ||
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | [1] | ||||
Sale of Class B common shares to Sponsor at approximately $0.003 per share | $ 3,000 | 331,024,000 | 331,027,000 | |||
Sale of Class B common shares to Sponsor at approximately $0.003 per share, shares (in Shares) | 34,500,000 | |||||
Underwriters’ discount and offering expenses | (19,050,000) | (19,050,000) | ||||
Change in Class A common stock subject to possible redemption | $ (3,000) | (304,561,000) | (304,564,000) | |||
Change in Class A common stock subject to possible redemption (in Shares) | (30,456,430) | |||||
Net loss | (2,435,000) | (2,435,000) | ||||
Balance at Mar. 31, 2021 | $ 1,000 | $ 7,437,000 | $ (2,438,000) | $ 5,000,000 | ||
Balance (in Shares) at Mar. 31, 2021 | 4,043,570 | 8,625,000 | [1] | |||
[1] | Share amounts have been retroactively restated at December 31, 2020 to reflect a stock dividend of 0.2 shares for each share of Class B common stock outstanding on January 14, 2021 (See Note 4) |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | $ / shares | $ 10 |
Fair value, warrant liability | $ | $ 13,973,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (2,435,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income retained in Trust Account | (15,000) |
Warrant liability issuance costs | 639,000 |
Charge associated with issuance of private placement warrants | 832,000 |
Change in fair value of warrant liability | (623,000) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses | (560,000) |
Increase in accounts payable (excluding offering costs of $70,000) | 40,000 |
Increase in accrued liabilities | 1,202,000 |
Increase in deferred compensation | 71,000 |
Increase in accrued income and franchise taxes and rounding | 50,000 |
Net cash used in operating activities | (799,000) |
Cash flows from investing activities: | |
Cash deposited in Trust Account | (345,000,000) |
Net cash used in investing activities | (345,000,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units to the public | 345,000,000 |
Proceeds from sale of Private Placement Warrants | 10,400,000 |
Payment of underwriting discounts | (6,900,000) |
Payment of offering costs | (544,000) |
Payment of Note payable to Sponsor | (150,000) |
Net cash provided by financing activities | 347,806,000 |
Net increase (decrease) in cash | 2,007,000 |
Cash at beginning of period | 72,000 |
Cash at end of period | 2,079,000 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters’ compensation | 12,025,000 |
Offering costs included in accounts payable | $ 70,000 |
Condensed Statement of Cash F_2
Condensed Statement of Cash Flows (unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Offering cost | $ 70,000 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Hennessy Capital Investment Corp. V (the “Company”) was incorporated in Delaware on October 6, 2020 as Hennessy Capital Acquisition Corp. V and changed its name to Hennessy Capital Investment Corp. V on November 19, 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 an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At March 31, 2021, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31 st All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $345,000,000 Public Offering (Note 3) and a $10,400,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, $345,000,000 was placed in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of our public stockholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per public common share ($345,000,000 held in the Trust Account divided by 34,500,000 public shares). The Company will only have 24 months from the closing date of the Public Offering, until January 20, 2023, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have waived their rights to participate in any redemption with respect to their Founder Shares (as defined in Note 4); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months from the closing of the Public Offering. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated January 14, 2021. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2021, management has determined that the Company’s current liquidity is sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Public Offering or one year from the date of issuance of these financial statements. Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. Net Income (Loss) Per Common Share: Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 15,558,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period. The Company’s condensed statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the funds in the Trust Account, net of income tax and franchise tax expense, by the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for shares of Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2021: March 31, Net income available to Class A common stockholders: Interest income $ 15,000 Less: Income and franchise taxes (limited to income) (15,000 ) Net income attributable to Class A common stockholders $ - Net loss available to Class B common stockholders: Net loss $ (2,435,000 ) Less: amount attributable to Class A common stockholders - Net (loss) attributable to Class B common stockholders $ (2,435,000 ) Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements primarily due to their short-term nature. Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $19,689,000, including the underwriters discount of $18,975,000. Such costs were allocated among the equity and warrant liability components and approximately $19,050,000 of such costs have been charged to equity and the remainder, approximately $639,000, have been charged to the statement of operations upon completion of the Public Offering in January 2021. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company recorded income tax expense of approximately $-0- because the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account. The Company’s effective tax rate for the three months ended March 31, 2021 was approximately -0-% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and business combination costs and warrant costs which may not be deductible. At March 31, 2021 and December 31, 2020, the Company has a deferred tax asset of approximately $75,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Redeemable Common Stock: As discussed in Note 3, all of the 34,500,000 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2021, 30,456,430 of the 34,500,000 public shares were classified outside of permanent equity. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. The fair value of the warrants was estimated using a Monte Carlo simulation approach. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date that the financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING On January 20, 2021, the Company completed the sale of 34,500,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-fourth of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock at $11.50 per share. Under the terms of a warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless a holder owns a multiple of four Units, the number of Warrants issuable to such holder upon separation of the Units will be rounded down to the nearest whole number of Warrants. Each Warrant will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the Warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates or any anchor investors, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investors, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A 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, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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 (the “Reference Value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; and ● if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination by January 20, 2023, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full. The Warrants that were issued in connection with the 4,500,000 over-allotment units are identical to the public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering, or $6,900,000, with an additional fee (the “Deferred Discount”) of 3.5%, or $12,075,000, of the gross offering proceeds payable upon the consummation of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. The Company intends to finance a Business Combination with proceeds from the $345,000,000 Public Offering and a $10,400,000 private placement (Note 4), net of expenses of the offering and amounts allocated to working capital. Upon the closing of the Public Offering and the private placement, net proceeds of $345,000,000 were placed in the Trust Account. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020 the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share (up to 937,500 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full). In January 2021, the Sponsor transferred an aggregate of 1,450,000, Founder Shares to the Company’s officers, directors and advisors. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. In January 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock, resulting in the Company’s initial stockholders holding an aggregate of 8,625,000 Founder Shares. Certain of the transferees of the initial stockholders (discussed above) then transferred an aggregate of 290,000 shares back to the Sponsor. The January 2021 stock dividend is retroactively restated in the accompanying financial statements at December 31, 2020. The Sponsor had agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The over-allotment option was exercised in full and therefore no shares were forfeited and this contingency has lapsed. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants The Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. and D. E. Shaw Valence Portfolios, L.L.C. (collectively, the “Direct Anchor Investors”) purchased from the Company an aggregate of 6,933,333 warrants at a price of $1.50 per warrant (a purchase price of $10,400,000), in a private placement that occured simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). The Sponsor purchased 4,853,333 Private Placement Warrants and the Direct Anchor Investors purchased 2,080,000 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor, the Direct Anchor Investors or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Direct Anchor Investors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its initial stockholders or their affiliates or any anchor investors, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investors, prior to such issuance) (the “newly issued price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor and the Direct Anchor Investors will expire worthless. Registration Rights The Company’s initial stockholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are 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, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Related Party Loans In October 2020, the Sponsor agreed to loan the Company an aggregate of $500,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. In December 2020, the Company borrowed approximately $150,000 under the Note in order to fund a portion of the costs of the Public Offering. The Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. The Note was repaid in full at the January 20, 2021 closing of the Public Offering and no amounts are outstanding under the Note at March 31, 2021. Administrative Support Agreement The Company has agreed to pay $15,000 a month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital Group LLC. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately $38,000 was charged to general and administrative expenses in the three months ended March 31, 2021. Also, commencing on the date the securities are first listed on the Nasdaq Capital Market, the Company agreed to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer approximately $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which approximately $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. During the three months ended March 31, 2021, approximately $76,000 was paid and approximately $71,000 was included in accrued deferred compensation at March 31, 2021 for these obligations. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | NOTE 5 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $345,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At March 31, 2021 the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described above yielding interest of approximately 0.03% per year. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 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 U.S. government treasury bills are recorded at amortized cost on the accompanying March 31, 2021 condensed balance sheet and adjusted for the amortization of discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at March 31, 2021 consisted of U.S. government treasury bills and money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Carrying value at Gross Unrealized Quoted Price Assets: Cash and money market funds $ 345,015,000 $ - $ 345,015,000 |
Accounting for Warrant Liabilit
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Accounting For Warrant Liability [Abstract] | |
ACCOUNTING FOR WARRANT LIABILITY, CORRECTION OF PREVIOUSLY ISSUED BALANCE SHEET, FAIR VALUE MEASUREMENT | NOTE 6 — ACCOUNTING FOR WARRANT LIABILITY, CORRECTION OF PREVIOUSLY ISSUED BALANCE SHEET, FAIR VALUE MEASUREMENT At March 31, 2021, there were 15,558,333 warrants outstanding including 8,625,000 Public Warrants and 6,933,333 Private Placement Warrants. The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. As a result of this guidance, the Company’s management further evaluated its warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the impact to the balance sheet as of January 20, 2021 prepared in connection with the Public Offering and filed in a current report on Form 8-K with the SEC on January 26, 2021 (the “Form 8-K) related to the impact of accounting for warrants as liabilities at fair value resulted in approximately a $25,205,000 increase to the warrant liabilities line item at January 20, 2021 and an offsetting decrease to the Class A common stock subject to redemption. There is no change to total stockholders’ equity at any reported balance sheet date. In addition, the Company has recorded approximately $1,471,000 of costs to the statement of operations at inception of the warrants to reflect (i) approximately $639,000 of warrant issuance costs and (ii) approximately $832,000 charge for costs associated with issuance of the private placement warrants for the difference between the price paid for the warrants and the fair value at that date. The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description March 31, Quoted Prices Significant Significant Warrant Liabilities Public Warrants $ 13,627,000 $ — $ — $ 13,627,000 Private Placement Warrants $ 10,955,000 $ — $ — $ 10,955,000 Warrant liability at March 31, 2021 $ 24,582,000 $ 24,582,000 The Company utilizes an independent valuation consultant that uses a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the three month period ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: At As of Stock price $ 10.00 $ 9.81 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – pre announcement 10 % 10 % Volatility – post announcement 30 % 30 % Risk-free rate 0.62 % 1.1 % Probability of acquisition 75 % 75 % Fair value of warrants $ 1.62 $ 1.58 The following table presents the changes in the fair value of warrant liabilities: Public Private Warrant Fair value at January 1, 2021 - - - Initial measurement on January 20, 2021 $ 13,973,000 $ 11,232,000 $ 25,205,000 Change in valuation inputs or other assumptions (346,000 ) (277,000 ) (623,000 ) Fair value as of March 31, 2021 $ 13,627,000 $ 10,955,000 $ 24,582,000 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company is 220,000,000 shares, including 200,000,000 shares of Class A common stock, par value, $0.0001, and 20,000,000 shares of Class B common stock, par value, $0.0001. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock. At March 31, 2021 and December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding. At March 31, 2021 and December 31, 2020 there were 4,043,570 and -0- shares, respectively, of Class A common stock issued or outstanding (excluding 30,456,430 and -0- shares, respectively, subject to possible redemption at March 31, 2021 and December 31, 2020. The 1,125,000 shares of Class B common stock which were subject to forfeiture at (as described in Note 4) are no longer subject to forfeiture as the underwriters exercised their over-allotment option in full in January 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Business Combination Costs In connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has entered into and expects to enter into additional engagement letters or agreements with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account. Risks and Uncertainties — COVID-19 Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the Company’s financial position, results of its operations, and/or search for a target company and/or a target company’s financial position and results of its operations, and the closing of a business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Merger Agreement and Plan of Re
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
MERGER AGREEMENT AND PLAN OF REORGANIZATION; PIPE FINANCING SUBSCRIPTIONS AGREEMENTS | NOTE 8 – MERGER AGREEMENT AND PLAN OF REORGANIZATION; PIPE FINANCING SUBSCRIPTIONS AGREEMENTS Merger Agreement and Plan of Reorganization Subsequent to March 31, 2021, on May 7, 2021, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) to effect an initial business combination, by and among the Company, PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Plus”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”), and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus (“Plus Holdings”). Pursuant to the Merger Agreement, a business combination between the Company and Plus (the “Business Combination”) will be effected through (a) the merger of Prime Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus Holdings, with and into Plus, with Plus surviving as a wholly-owned subsidiary of Plus Holdings (the “F-Reorg Merger”); (b) following the F-Reorg Merger, the merger of First Merger Sub with and into Plus Holdings, with Plus Holdings surviving as a wholly-owned subsidiary of PubCo (the “Plus Merger”); and (c) simultaneously with, and as part of the same overall transaction as the Plus Merger, the merger of Second Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of PubCo (the “HCIC Merger” and, together with the Plus Merger, the “Mergers”). As a result of the Mergers, Plus Holdings and the Company each will become a direct wholly-owned subsidiary of PubCo, Plus will become a direct wholly-owned subsidiary of Plus Holdings and PubCo will become a publicly traded company. Plus is a global provider of self-driving truck technology aimed at making trucks safer, more efficient, more comfortable, and better for the environment using its autonomous driving solution PlusDrive advanced sensing technologies, including radar, lidar, and cameras to provide a 360-degree sensing system. Plus plans to begin mass production of PlusDrive, starting in 2021 with FAW, a heavy-truck manufacturer. Plus is headquartered in Cupertino, California. Under the terms of the Merger Agreement, the aggregate consideration to be paid to existing Plus shareholders as a result of the F-Reorg Merger and Plus Merger is expected to be up to approximately 272 million shares of newly issued ordinary shares of PubCo, par value of $0.000002, designated as Class A Ordinary Shares, which are expected to have one (1) vote per share (“PubCo Class A Ordinary Shares”) and ordinary shares of PubCo, par value of $0.000002, designated as Class B Ordinary Shares, which are expected to have eight (8) votes per share (“PubCo Class B Ordinary Shares” and together with the PubCo Class A Ordinary Shares, “PubCo Shares”), with such PubCo Shares valued at $10 per share. A portion of the aggregate consideration of PubCo Shares will be subject to forfeiture restrictions or other restrictions or in the form of options or warrants of PubCo, in each case to the same extent to which the securities of existing Plus securityholders are subject to forfeiture restrictions or other restrictions or held in the form of options or warrants. As a result of the HCIC Merger, (a) each outstanding share of the Company’s common stock will be cancelled in exchange for the right to receive for one PubCo Class A Ordinary Share, and (b) each outstanding warrant of the Company will become exercisable for one PubCo Class A Ordinary Share on the same terms and conditions. In connection with the execution of the Merger Agreement, on May 7, 2021, the Company and PubCo entered into separate subscription agreements (the “PIPE Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and PubCo has agreed to issue and sell to the PIPE Investors, an aggregate of 15 million PubCo Class A Ordinary Shares (the “PIPE Shares”), for a purchase price of $10.00 per share and at an aggregate purchase price of $150 million in a private placement (the “PIPE Financing”). The consummation of the Business Combination (the “Closing”) is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Plus’ shareholders of the Merger Agreement. The Merger Agreement may also be terminated by either party under certain circumstances, including upon notice after November 8, 2021. The parties have agreed to customary exclusivity obligations by either party for any reason. The Closing is expected to occur as promptly as practicable, but in no event later than three business days following the satisfaction or waiver of all of the closing conditions contained in the Merger Agreement. The Company anticipates the Closing will occur in the third quarter of 2021 but can provide no assurances that the Closing will occur timely or at all. Additional information regarding the proposed Business Combination and the business and operations of Plus is contained in the Current Report on Form 8-K filed by the Company on May 10, 2021 and will be available in the Registration Statement on Form F-4 once filed by PubCo with the Securities and Exchange Commission. Subsequent to March 31, 2021, on May 7, 2021, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) to effect an initial business combination, by and among the Company, PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Plus”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”), and Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus (“Plus Holdings”). Pursuant to the Merger Agreement, a business combination between the Company and Plus (the “Business Combination”) will be effected through (a) the merger of Prime Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and wholly-owned subsidiary of Plus Holdings, with and into Plus, with Plus surviving as a wholly-owned subsidiary of Plus Holdings (the “F-Reorg Merger”); (b) following the F-Reorg Merger, the merger of First Merger Sub with and into Plus Holdings, with Plus Holdings surviving as a wholly-owned subsidiary of PubCo (the “Plus Merger”); and (c) simultaneously with, and as part of the same overall transaction as the Plus Merger, the merger of Second Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of PubCo (the “HCIC Merger” and, together with the Plus Merger, the “Mergers”). As a result of the Mergers, Plus Holdings and the Company each will become a direct wholly-owned subsidiary of PubCo, Plus will become a direct wholly-owned subsidiary of Plus Holdings and PubCo will become a publicly traded company. Plus is a global provider of self-driving truck technology aimed at making trucks safer, more efficient, more comfortable, and better for the environment using its autonomous driving solution PlusDrive advanced sensing technologies, including radar, lidar, and cameras to provide a 360-degree sensing system. Plus plans to begin mass production of PlusDrive, starting in 2021 with FAW, a heavy-truck manufacturer. Plus is headquartered in Cupertino, California. Under the terms of the Merger Agreement, the aggregate consideration to be paid to existing Plus shareholders as a result of the F-Reorg Merger and Plus Merger is expected to be up to approximately 272 million shares of newly issued ordinary shares of PubCo, par value of $0.000002, designated as Class A Ordinary Shares, which are expected to have one (1) vote per share (“PubCo Class A Ordinary Shares”) and ordinary shares of PubCo, par value of $0.000002, designated as Class B Ordinary Shares, which are expected to have eight (8) votes per share (“PubCo Class B Ordinary Shares” and together with the PubCo Class A Ordinary Shares, “PubCo Shares”), with such PubCo Shares valued at $10 per share. A portion of the aggregate consideration of PubCo Shares will be subject to forfeiture restrictions or other restrictions or in the form of options or warrants of PubCo, in each case to the same extent to which the securities of existing Plus securityholders are subject to forfeiture restrictions or other restrictions or held in the form of options or warrants. As a result of the HCIC Merger, (a) each outstanding share of the Company’s common stock will be cancelled in exchange for the right to receive for one PubCo Class A Ordinary Share, and (b) each outstanding warrant of the Company will become exercisable for one PubCo Class A Ordinary Share on the same terms and conditions. In connection with the execution of the Merger Agreement, on May 7, 2021, the Company and PubCo entered into separate subscription agreements (the “PIPE Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and PubCo has agreed to issue and sell to the PIPE Investors, an aggregate of 15 million PubCo Class A Ordinary Shares (the “PIPE Shares”), for a purchase price of $10.00 per share and at an aggregate purchase price of $150 million in a private placement (the “PIPE Financing”). The consummation of the Business Combination (the “Closing”) is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Plus’ shareholders of the Merger Agreement. The Merger Agreement may also be terminated by either party under certain circumstances, including upon notice after November 8, 2021. The parties have agreed to customary exclusivity obligations by either party for any reason. The Closing is expected to occur as promptly as practicable, but in no event later than three business days following the satisfaction or waiver of all of the closing conditions contained in the Merger Agreement. The Company anticipates the Closing will occur in the third quarter of 2021 but can provide no assurances that the Closing will occur timely or at all. Additional information regarding the proposed Business Combination and the business and operations of Plus is contained in the Current Report on Form 8-K filed by the Company on May 10, 2021 and will be available in the Registration Statement on Form F-4 once filed by PubCo with the Securities and Exchange Commission. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated January 14, 2021. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2021, management has determined that the Company’s current liquidity is sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Public Offering or one year from the date of issuance of these financial statements. |
Emerging Growth Company | Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share: Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 15,558,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period. The Company’s condensed statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the funds in the Trust Account, net of income tax and franchise tax expense, by the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for shares of Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2021: March 31, Net income available to Class A common stockholders: Interest income $ 15,000 Less: Income and franchise taxes (limited to income) (15,000 ) Net income attributable to Class A common stockholders $ - Net loss available to Class B common stockholders: Net loss $ (2,435,000 ) Less: amount attributable to Class A common stockholders - Net (loss) attributable to Class B common stockholders $ (2,435,000 ) |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed financial statements primarily due to their short-term nature. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $19,689,000, including the underwriters discount of $18,975,000. Such costs were allocated among the equity and warrant liability components and approximately $19,050,000 of such costs have been charged to equity and the remainder, approximately $639,000, have been charged to the statement of operations upon completion of the Public Offering in January 2021. |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2021, the Company recorded income tax expense of approximately $-0- because the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account. The Company’s effective tax rate for the three months ended March 31, 2021 was approximately -0-% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and business combination costs and warrant costs which may not be deductible. At March 31, 2021 and December 31, 2020, the Company has a deferred tax asset of approximately $75,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Redeemable Common Stock | Redeemable Common Stock: As discussed in Note 3, all of the 34,500,000 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2021, 30,456,430 of the 34,500,000 public shares were classified outside of permanent equity. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. The fair value of the warrants was estimated using a Monte Carlo simulation approach. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: Management has evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date that the financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of net loss per common share | March 31, Net income available to Class A common stockholders: Interest income $ 15,000 Less: Income and franchise taxes (limited to income) (15,000 ) Net income attributable to Class A common stockholders $ - Net loss available to Class B common stockholders: Net loss $ (2,435,000 ) Less: amount attributable to Class A common stockholders - Net (loss) attributable to Class B common stockholders $ (2,435,000 ) |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value | Description Carrying value at Gross Unrealized Quoted Price Assets: Cash and money market funds $ 345,015,000 $ - $ 345,015,000 |
Accounting for Warrant Liabil_2
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting For Warrant Liability [Abstract] | |
Shedule of warrant liabilities that are measured at fair value | Description March 31, Quoted Prices Significant Significant Warrant Liabilities Public Warrants $ 13,627,000 $ — $ — $ 13,627,000 Private Placement Warrants $ 10,955,000 $ — $ — $ 10,955,000 Warrant liability at March 31, 2021 $ 24,582,000 $ 24,582,000 |
Shedule of quantitative information | At As of Stock price $ 10.00 $ 9.81 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility – pre announcement 10 % 10 % Volatility – post announcement 30 % 30 % Risk-free rate 0.62 % 1.1 % Probability of acquisition 75 % 75 % Fair value of warrants $ 1.62 $ 1.58 |
Shedule of fair value of warrant liabilities | Public Private Warrant Fair value at January 1, 2021 - - - Initial measurement on January 20, 2021 $ 13,973,000 $ 11,232,000 $ 25,205,000 Change in valuation inputs or other assumptions (346,000 ) (277,000 ) (623,000 ) Fair value as of March 31, 2021 $ 13,627,000 $ 10,955,000 $ 24,582,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Description of Organization and Business Operations (Details) [Line Items] | |
Interest paid | $ 100,000 |
Fair market value percentage | 80.00% |
Business combination related description | If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per public common share ($345,000,000 held in the Trust Account divided by 34,500,000 public shares). |
Net interest to pay dissolution expenses | $ 100,000 |
Minimum [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Tangible assets | 5,000,001 |
Over-Allotment Option [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Proceeds from proposed offering | 345,000,000 |
Sponsor [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Proceeds from proposed offering | 345,000,000 |
Private Placement [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Proceeds from issuance of private placement | $ 10,400,000 |
Public Offering [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Obligation redeem shares | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to forfeiture (in Shares) | 15,558,333 | 1,125,000 |
Federal depository insurance coverage | $ 250,000 | |
Underwriters discount | 18,975,000 | |
Costs charged to equity | 19,050,000 | |
Deferred tax asset | 75,000 | |
Net tangible assets | 5,000,001 | |
Increases decreases in the carrying amount | 30,456,430 | |
Additional paid-in capital | 34,500,000 | |
Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Other offering expenses | 19,689,000 | |
Warrant issuance cost | $ 639,000 | |
Public shares sold (in Shares) | 34,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of net loss per common share | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Class A Common Stock [Member] | |
Net income available to Class A common stockholders: | |
Interest income | $ 15,000 |
Less: Income and franchise taxes (limited to income) | (15,000) |
Net income/loss attributable to common stockholders | |
Class B Common Stock [Member] | |
Net income available to Class A common stockholders: | |
Net loss | (2,435,000) |
Less: amount attributable to Class A common stockholders | |
Net income/loss attributable to common stockholders | $ (2,435,000) |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 20, 2021 | Mar. 31, 2021 | |
Public Offering (Details) [Line Items] | ||
Common stock par value | $ 10 | |
Business combination, description | The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates or any anchor investors, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investors, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A 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, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Redemption of warrants price per share | $ 18 | |
Warrant price per share | $ 0.01 | |
Sale of stock, description | if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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 (the “Reference Value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; and ●if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ●if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Warrants. | |
Aggregate purchase price (in Dollars) | $ 10,400,000 | |
Warrant price (in Shares) | 4,500,000 | |
IPO [Member] | ||
Public Offering (Details) [Line Items] | ||
Sale of units (in Shares) | 34,500,000 | |
Sale of stock per share | $ 10 | |
Aggregate purchase price (in Dollars) | $ 345,000,000 | |
Over-Allotment Option [Member] | ||
Public Offering (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | 4,500,000 | |
Net proceeds (in Dollars) | $ 345,000,000 | |
Underwriters [Member] | ||
Public Offering (Details) [Line Items] | ||
Business combination, description | The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering, or $6,900,000, with an additional fee (the “Deferred Discount”) of 3.5%, or $12,075,000, of the gross offering proceeds payable upon the consummation of the initial Business Combination. | |
Private Placement [Member] | ||
Public Offering (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | $ 10,400,000 | |
Class A Common Stock [Member] | ||
Public Offering (Details) [Line Items] | ||
Sale of stock per share | 11.50 | $ 10 |
Common stock par value | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Description of sale of stock | if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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 (the “Reference Value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; and ●if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ●if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Warrants. | |||
Description of related party loans | the Sponsor agreed to loan the Company an aggregate of $500,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. In December 2020, the Company borrowed approximately $150,000 under the Note in order to fund a portion of the costs of the Public Offering. | |||
Description of administrative support agreement | The Company has agreed to pay $15,000 a month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital Group LLC. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately $38,000 was charged to general and administrative expenses in the three months ended March 31, 2021. Also, commencing on the date the securities are first listed on the Nasdaq Capital Market, the Company agreed to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer approximately $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which approximately $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. | |||
Related party expense | $ 76,000 | |||
Accrued deferred compensation | $ 71,000 | |||
Founder shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of sale of stock | the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share (up to 937,500 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full). In January 2021, the Sponsor transferred an aggregate of 1,450,000, Founder Shares to the Company’s officers, directors and advisors. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. In January 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock, resulting in the Company’s initial stockholders holding an aggregate of 8,625,000 Founder Shares. Certain of the transferees of the initial stockholders (discussed above) then transferred an aggregate of 290,000 shares back to the Sponsor. The January 2021 stock dividend is retroactively restated in the accompanying financial statements at December 31, 2020. The Sponsor had agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. | |||
Sale of stock in shares | 1,450,000 | |||
Aggregate shares | 8,625,000 | |||
Description of business combination | The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||
Over-Allotment Option [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Subject to forfeiture shares | 937,500 | |||
Private Placement Warrants [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of sale of stock | The Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. and D. E. Shaw Valence Portfolios, L.L.C. (collectively, the “Direct Anchor Investors”) purchased from the Company an aggregate of 6,933,333 warrants at a price of $1.50 per warrant (a purchase price of $10,400,000), in a private placement that occured simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). The Sponsor purchased 4,853,333 Private Placement Warrants and the Direct Anchor Investors purchased 2,080,000 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor, the Direct Anchor Investors or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Direct Anchor Investors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its initial stockholders or their affiliates or any anchor investors, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investors, prior to such issuance) (the “newly issued price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price. | |||
Class B Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Dividend per share | $ 0.2 | |||
Class B Common Stock [Member] | Founder shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sale of stock in shares | 7,187,500 | |||
Sale of stock in value | $ 25,000 | |||
Sales of stock per share | $ 0.003 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Trust Account and Fair Value Measurement (Details) [Line Items] | |
Deposited into the trust account. | $ 345,000,000 |
Yielding interest percentage | 0.03% |
U.S. Government Treasury Bills [Member] | |
Trust Account and Fair Value Measurement (Details) [Line Items] | |
Maturity days | 185 days |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details) - Schedule of assets that are measured at fair value | Mar. 31, 2021USD ($) |
Carrying Value [Member] | |
Assets: | |
Cash and money market funds | $ 345,015,000 |
Gross Unrealized Holding Gains [Member] | |
Assets: | |
Cash and money market funds | |
Quoted Price Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Cash and money market funds | $ 345,015,000 |
Accounting for Warrant Liabil_3
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 20, 2021 | Mar. 31, 2021 | |
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant issuance costs | $ 639,000 | |
Sponsor [Member] | ||
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant issuance costs | 832,000 | |
Warrant [Member] | ||
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant outstanding | 15,558,333 | |
Warrant liabilities | $ 25,205,000 | |
Public Warrant [Member] | ||
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant outstanding | 8,625,000 | |
Private Placement Warrants [Member] | ||
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant outstanding | 6,933,333 | |
Common Class A [Member] | ||
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) [Line Items] | ||
Warrant reflects | $ 1,471,000 |
Accounting for Warrant Liabil_4
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of warrant liabilities that are measured at fair value | Mar. 31, 2021USD ($) |
Warrant Liabilities: | |
Warrant liability | $ 24,582,000 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Significant Other Observable Inputs (Level 2) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Warrant Liabilities: | |
Warrant liability | 24,582,000 |
Private Placement Warrants [Member] | |
Warrant Liabilities: | |
Warrant liability | 10,955,000 |
Private Placement Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Private Placement Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Warrant Liabilities: | |
Warrant liability | 10,955,000 |
Public Warrant [Member] | |
Warrant Liabilities: | |
Warrant liability | 13,627,000 |
Public Warrant [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Public Warrant [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Warrant Liabilities: | |
Warrant liability | |
Public Warrant [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Warrant Liabilities: | |
Warrant liability | $ 13,627,000 |
Accounting for Warrant Liabil_5
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of quantitative information - USD ($) | 2 Months Ended | |
Mar. 31, 2021 | Jan. 20, 2021 | |
Shedule of quantitative information [Abstract] | ||
Stock price | $ 9.81 | $ 10 |
Strike price | $ 11.50 | $ 11.50 |
Term (in years) | 5 years | 5 years |
Volatility – pre announcement | 10.00% | 10.00% |
Volatility – post announcement | 30.00% | 30.00% |
Risk-free rate | 1.10% | 0.62% |
Probability of acquisition | $ 0.75 | $ 0.75 |
Fair value of warrants | $ 1.58 | $ 1.62 |
Accounting for Warrant Liabil_6
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of fair value of warrant liabilities [Line Items] | |
Change in valuation inputs or other assumptions | $ 623,000 |
Private Placement [Member] | |
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of fair value of warrant liabilities [Line Items] | |
Fair value Beginning balance | |
Initial measurement on January 20, 2021 | 11,232,000 |
Change in valuation inputs or other assumptions | (277,000) |
Fair value Ending balance | 10,955,000 |
Public [Member] | |
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of fair value of warrant liabilities [Line Items] | |
Fair value Beginning balance | |
Initial measurement on January 20, 2021 | 13,973,000 |
Change in valuation inputs or other assumptions | (346,000) |
Fair value Ending balance | 13,627,000 |
Warrant Liabilities [Member] | |
Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet, Fair Value Measurement (Details) - Shedule of fair value of warrant liabilities [Line Items] | |
Fair value Beginning balance | |
Initial measurement on January 20, 2021 | 25,205,000 |
Change in valuation inputs or other assumptions | (623,000) |
Fair value Ending balance | $ 24,582,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 220,000,000 | ||
Common stock, subject to possible redemption | 30,456,430 | 0 | |
Common stock subject to forfeiture | 15,558,333 | 1,125,000 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class A Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 4,043,570 | 0 | |
Common stock, outstanding | 4,043,570 | 0 | |
Class B Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock, outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Merger Agreement and Plan of _2
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 07, 2021 | Mar. 31, 2021 | Jan. 20, 2021 | Dec. 31, 2020 |
Private Placement [Member] | Subsequent Event [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Aggregrate purchase price (in Dollars) | $ 150 | |||
Class A Ordinary Shares [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Ordinary shares | $ 0.0001 | $ 0.0001 | ||
Issue and sell aggregrate shares (in Shares) | 15 | |||
Purchase price per share | $ 10 | $ 11.50 | ||
Aggregrate purchase price (in Dollars) | $ 150 | |||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Issue and sell aggregrate shares (in Shares) | 15 | |||
Purchase price per share | $ 10 | |||
Class A Ordinary Shares [Member] | PubCo [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Ordinary shares | $ 0.000002 | |||
Class B Ordinary Shares [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Ordinary shares | 0.0001 | $ 0.0001 | ||
Class B Ordinary Shares [Member] | PubCo [Member] | ||||
Merger Agreement and Plan of Reorganization; Pipe Financing Subscriptions Agreements (Details) [Line Items] | ||||
Ordinary shares | $ 0.000002 |