Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 27, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | Flame Acquisition Corp. | |
Entity Central Index Key | 0001831481 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | TX | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one warrant | |
Trading Symbol | FLME.U | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FLME | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,187,500 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | FLME.WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 776,983 | $ 9,014 |
Prepaid expenses | 985,260 | |
Deferred offering costs associated with IPO | 295,209 | |
Total current assets | 1,762,243 | 304,223 |
Cash Held in Trust account | 287,501,416 | |
Total assets | 289,263,659 | 304,223 |
Current liabilities: | ||
Accounts payable and accrued expenses | 701,878 | 237,254 |
Sponsor loans | 43,626 | |
Total current liabilities | 701,878 | 280,880 |
Warrant Liabilities | 18,325,000 | |
Total liabilities | 19,026,878 | 280,880 |
Commitments | ||
Common stock subject to possible redemption, 26,523,678 shares at redemption value | 265,236,780 | |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,907,981 | 24,281 |
Retained earnings | 91,078 | (1,657) |
Total stockholders' equity | 5,000,001 | 23,343 |
Total liabilities and stockholders' equity | 289,263,659 | 304,223 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common Stock, Value | 223 | |
Total stockholders' equity | 223 | |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common Stock, Value | 719 | 719 |
Total stockholders' equity | $ 719 | $ 719 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary equity shares outstanding | 26,523,678 | 26,523,678 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 26,523,678 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 2,226,322 | 0 |
Common stock shares outstanding | 2,226,322 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 105,227 |
Loss from operations | (105,227) |
Other Income (Loss) | |
Interest income | 1,416 |
Change in fair value of warrant liabilities | 477,375 |
Offering expenses related to warrant issuance | (280,829) |
Total other income (loss) | 197,962 |
Net Income | $ 92,735 |
Weighted average shares outstanding, basic and diluted | shares | 7,317,308 |
Basic and diluted net income per common share | $ / shares | $ 0.01 |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Income Statement [Abstract] | ||
Temporary equity shares outstanding | 26,523,678 | 26,523,678 |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2020 | $ 23,343 | $ 719 | $ 24,281 | $ (1,657) | |
Balance (Shares) at Dec. 31, 2020 | 7,187,500 | ||||
Sale of Units in Initial Public Offering | 287,500,000 | $ 2,875 | 287,497,125 | ||
Sale of Units in Initial Public Offering (Shares) | 28,750,000 | ||||
Sale of private placement warrants | 7,750,000 | 7,750,000 | |||
Underwriter discount | (5,750,000) | (5,750,000) | |||
Initial value of warrant liabilities | (18,802,375) | (18,802,375) | |||
Other offering cost charged to Stockholders' equity | (857,751) | (857,751) | |||
Reclassification of offering costs related to warrants | 280,829 | 280,829 | |||
Class A common stock subject to possible redemption | (265,236,780) | $ (2,652) | (265,234,128) | ||
Class A common stock subject to possible redemption (Shares) | (26,523,678) | ||||
Net Income | 92,735 | 92,735 | |||
Balance at Mar. 31, 2021 | $ 5,000,001 | $ 223 | $ 719 | $ 4,907,981 | $ 91,078 |
Balance (Shares) at Mar. 31, 2021 | 2,226,322 | 7,187,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 92,735 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on trust account | (1,416) |
Change in fair value of warrant liabilities | (477,375) |
Offering costs allocated to warrants | 280,829 |
Changes in current assets and current liabilities: | |
Prepaid assets | (985,260) |
Accounts payable | 701,878 |
Net cash used in operating activities | (388,609) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (287,500,000) |
Net cash used in investing activities | (287,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' discount | 281,750,000 |
Proceeds from issuance of Private Placement Warrants | 7,750,000 |
Repayment of promissory note to related party | (43,626) |
Payments of offering costs | (799,796) |
Net cash provided by financing activities | 288,656,578 |
Net Change in Cash | 767,969 |
Cash - Beginning | 9,014 |
Cash - Ending | 776,983 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | 264,855,760 |
Initial value of warrant liabilities | 18,802,375 |
Change in value of Class A common stock subject to possible redemption | $ 381,020 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Flame Acquisition Corp. (the “Company”) was incorporated in Delaware on October 16, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating Financing The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrant s Transaction costs amounted to $6,607,751 consisting of $5,750,000 of underwriting fee s s non-operating the Trust Account Following the closing of the IPO on March 1, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations. The Company has not independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot be certain that its sponsor would be able to satisfy those obligations. Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $776,983 available for working capital needs. All remaining cash held in the Trust Account is Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $776,983 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak the COVID-19 outbreak |
Revision of Previously Furnishe
Revision of Previously Furnished Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Revision of financial statements [Abstract] | |
Revision of Previously Furnished Financial Statements | Note 2 – Revision of Previously Furnished Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain common terms found in warrants issued by special purpose acquisition companies, the Company re-evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that the Warrants do not meet the criteria to be classified as stockholders’ equity. Since the Warrants meet the definition of a derivative under ASC 815-40, The following summarizes the effect of the revision on each financial statement line item as of the date of the Company’s consummation of its IPO. As of March 1, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 18,802,375 $ 18,802,375 Total Liabilities 1,794,566 $ 18,802,375 20,596,942 Shares Subject to Redemption 283,658,130 (18,802,369 ) 264,855,761 Class A Common Stock 38 188 226 Class B Common Stock 719 719 Additional Paid in Capital 5,008,363 280,634 5,288,997 (Accumulated Deficit) (9,112 ) (280,829 ) (289,941 ) Total Stockholders’ Equity $ 5,000,008 $ (7 ) $ 5,000,001 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 1, 2021, as well as the Company’s Current Reports on Form 8-K. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $287,501,416 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 26,523,678 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income per Common Share Net income income two-class income income income Below is a reconciliation of the net income per common share: For the three Net income $ 92,735 Less: Loss attributable to shares subject to possible redemption (1,306 ) Adjusted net income $ 91,429 Weighted average shares outstanding, basic and diluted 7,317,308 Basic and diluted net income per common share $ 0.01 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 , non-operating Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering [Text Block] | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share , and one-half |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, Flame Acquisition Sponsor, LLC a Delaware company (the “Sponsor”), Intrepid Financial Partners, LLC (an affiliate of one of the Company’s underwriters) (“Intrepid”) and FL Co-Investment, Co-Investment”) 7,750,000 1.00 7,750,000 11.50 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 6 — Related Party Transactions Founder Shares In November 2020, our founders acquired 7,187,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 (the “Class B common stock”), or approximately $0.0035 per share. Our sponsor purchased 4,671,875 founder shares, FL Co-Investment Co-Investment The Initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if (x) the last reported sale price of the shares of our Class A common stock equals or exceeds 30-trading 150 days after a Business Combination, or (y) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On November 25, 2020, the Company issued an unsecured promissory note to the Initial shareholders (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 1, 2021, there were no borrowings under working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 1, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock are identical to the shares of Class A common stock included in the units being sold in the IPO, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any public shares held by them in connection with the completion of our Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete our Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete our Business Combination within such time period, (iii) the Class B common stock are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, on a one-for-one With certain limited exceptions, the Class B common stock are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our 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 s |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants For Cash • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of Warrants For Shares of Class A Common Stock • in whole and not in part; • at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets 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: March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Liabilities: Warrant liabilities 18,325,000 — — 18,325,000 $ 18,325,000 $ — $ — $ 18,325,000 The Company utilizes 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 ordinary 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 The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.62 $ 9.51 Strike price $ 11.50 $ 11.50 Term (in years) 5.50 5.42 Volatility 15.0 % 15.0 % Risk-free rate 0.81 % 1.02 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Warrant Fair value as of October 16, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (287,500 ) (189,875 ) (477,375 ) Fair value as of March 31, 2021 $ 11,931,250 $ 6,393,750 $ 18,325,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 1, 2021, as well as the Company’s Current Reports on Form 8-K. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $287,501,416 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 26,523,678 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income per Common Share | Net Income per Common Share Net income income two-class income income income Below is a reconciliation of the net income per common share: For the three Net income $ 92,735 Less: Loss attributable to shares subject to possible redemption (1,306 ) Adjusted net income $ 91,429 Weighted average shares outstanding, basic and diluted 7,317,308 Basic and diluted net income per common share $ 0.01 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 , non-operating |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revision of Previously Furnis_2
Revision of Previously Furnished Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revision of financial statements [Abstract] | |
Summary of revision of financial statements | The following summarizes the effect of the revision on each financial statement line item as of the date of the Company’s consummation of its IPO. As of March 1, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 18,802,375 $ 18,802,375 Total Liabilities 1,794,566 $ 18,802,375 20,596,942 Shares Subject to Redemption 283,658,130 (18,802,369 ) 264,855,761 Class A Common Stock 38 188 226 Class B Common Stock 719 719 Additional Paid in Capital 5,008,363 280,634 5,288,997 (Accumulated Deficit) (9,112 ) (280,829 ) (289,941 ) Total Stockholders’ Equity $ 5,000,008 $ (7 ) $ 5,000,001 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Summary of basic and diluted loss per ordinary share | Below is a reconciliation of the net income per common share: For the three Net income $ 92,735 Less: Loss attributable to shares subject to possible redemption (1,306 ) Adjusted net income $ 91,429 Weighted average shares outstanding, basic and diluted 7,317,308 Basic and diluted net income per common share $ 0.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets 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: March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Liabilities: Warrant liabilities 18,325,000 — — 18,325,000 $ 18,325,000 $ — $ — $ 18,325,000 |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.62 $ 9.51 Strike price $ 11.50 $ 11.50 Term (in years) 5.50 5.42 Volatility 15.0 % 15.0 % Risk-free rate 0.81 % 1.02 % Dividend yield 0.0 % 0.0 % |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Warrant Fair value as of October 16, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (287,500 ) (189,875 ) (477,375 ) Fair value as of March 31, 2021 $ 11,931,250 $ 6,393,750 $ 18,325,000 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Proceeds from issuance of IPO | $ 281,750,000 | ||
Offering expenses related to warrant issuance | $ 280,829 | ||
Restricted investments term | 185 days | ||
Minimum percent of balance in the Trust Account for business combination | 80.00% | ||
Minimum percent of outstanding voting securities owns for business combination | 50.00% | ||
Redemption of shares for a pro rata portion | $ 10 | ||
Minimum tangible assets for business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed on non-completion of business combination | 100.00% | ||
Stock price threshold limit | $ 10 | ||
cash | $ 776,983 | $ 9,014 | |
Sponsor [Member] | |||
Proceeds from issuance of common stock | $ 25,000 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrants and rights issued during the period | $ 7,750,000 | ||
Class of warrants and rights issued price per warrant | $ 1 | ||
IPO [Member] | |||
Stock issued during period shares | 28,750,000 | ||
Shares issued price per share | $ 10 | ||
Proceeds from issuance of IPO | $ 287,500,000 | ||
Stock ìssuance costs | 6,607,751 | ||
Payments for underwriting expense | 5,750,000 | ||
Other offering costs | 857,751 | ||
Offering expenses related to warrant issuance | $ 280,829 |
Revision of Previously Furnis_3
Revision of Previously Furnished Financial Statements - Summary of Revision of Financial Statement (Details) - USD ($) | Mar. 31, 2021 | Mar. 01, 2021 | Dec. 31, 2020 |
Revision of financial statements [Line Items] | |||
Warrant Liabilities | $ 18,325,000 | ||
Total Liabilities | $ 19,026,878 | $ 280,880 | |
Shares Subject to Redemption | 26,523,678 | 26,523,678 | |
(Accumulated Deficit) | $ 91,078 | $ (1,657) | |
Total Stockholders' Equity | $ 5,000,001 | 23,343 | |
Common Class A | |||
Revision of financial statements [Line Items] | |||
Shares Subject to Redemption | 26,523,678 | ||
Total Stockholders' Equity | $ 223 | ||
Common Class B | |||
Revision of financial statements [Line Items] | |||
Total Stockholders' Equity | $ 719 | $ 719 | |
As Reported | |||
Revision of financial statements [Line Items] | |||
Warrant Liabilities | $ 0 | ||
Total Liabilities | $ 1,794,566 | ||
Shares Subject to Redemption | 283,658,130 | ||
Additional Paid in Capital | $ 5,008,363 | ||
(Accumulated Deficit) | (9,112) | ||
Total Stockholders' Equity | 5,000,008 | ||
As Reported | Common Class A | |||
Revision of financial statements [Line Items] | |||
Common Stock Value | 38 | ||
As Reported | Common Class B | |||
Revision of financial statements [Line Items] | |||
Common Stock Value | 719 | ||
Adjustment | |||
Revision of financial statements [Line Items] | |||
Warrant Liabilities | 18,802,375 | ||
Total Liabilities | $ 18,802,375 | ||
Shares Subject to Redemption | (18,802,369) | ||
Additional Paid in Capital | $ 280,634 | ||
(Accumulated Deficit) | (280,829) | ||
Total Stockholders' Equity | (7) | ||
Adjustment | Common Class A | |||
Revision of financial statements [Line Items] | |||
Common Stock Value | 188 | ||
As Adjusted | |||
Revision of financial statements [Line Items] | |||
Warrant Liabilities | 18,802,375 | ||
Total Liabilities | $ 20,596,942 | ||
Shares Subject to Redemption | 264,855,761 | ||
Additional Paid in Capital | $ 5,288,997 | ||
(Accumulated Deficit) | (289,941) | ||
Total Stockholders' Equity | 5,000,001 | ||
As Adjusted | Common Class A | |||
Revision of financial statements [Line Items] | |||
Common Stock Value | 226 | ||
As Adjusted | Common Class B | |||
Revision of financial statements [Line Items] | |||
Common Stock Value | $ 719 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Marketable Securities | $ 287,501,416 | |
Federal depository insurance coverage | $ 250,000 | |
Class A common stock subject to possible redemption | 26,523,678 | 26,523,678 |
Warrants excluded from the calculation of diluted loss per share | 22,125,000 | |
Offering cost | $ 6,607,751 | |
Underwriting fee on issuance of common stock | 5,750,000 | |
Other offering cost | 857,751 | |
Offering cost reclassified as non-operating expense | $ 280,829 | |
Common stock warrants issued | 22,125,000 | |
IPO [Member] | ||
Common stock warrants issued | 14,375,000 | |
Private Placement [Member] | ||
Common stock warrants issued | 7,750,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic And Diluted Loss Per Ordinary Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net income | $ 92,735 |
Less: Loss attributable to shares subject to possible redemption | (1,306) |
Adjusted net income | $ 91,429 |
Weighted average shares outstanding, basic and diluted | shares | 7,317,308 |
Basic and diluted net loss per common share | $ / shares | $ 0.01 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Mar. 01, 2021$ / sharesshares | Mar. 31, 2021shares$ / shares | Dec. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Number of public warrants that each unit consists (in shares) | 0.5 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 28,750,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issuable per whole warrant | 1 | ||
Exercise price of warrant | $ / shares | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 28,750,000 | ||
Shares issued price per share | $ / shares | $ 10 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Number of class A common stocks included in each unit | 1 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Details) - Private Placement [Member] | Mar. 31, 2021USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Number of warrants issued | shares | 7,750,000 |
Number of warrants issued, price per warrant | $ / shares | $ 1 |
Aggreagate value of warrants issued | $ | $ 7,750,000 |
Warrants issued, exercise price | $ / shares | $ 11.50 |
Number of Class A common stock that can be purchased per warrant | shares | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 25, 2020 | |
Related Party Transaction [Line Items] | ||||
Related party transaction terms and manner of settlement | for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up. | |||
Working capital loans | $ 43,626 | |||
Commercial Paper [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 300,000 | |||
Promissory note interest bearing | 0.00% | |||
Repayments of debt | $ 75,174 | |||
Promissory note payment terms | May 25, 2021 | |||
Working Capital Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument convertible conversion amount | $ 1,500,000 | |||
Debt instrument convertible conversion price | $ 1 | |||
Working capital loans | $ 0 | |||
Founders [Member] | Common Class B [Member] | Founder Shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, Value | $ 25,000 | |||
Shares issued price per share | $ 0.0035 | |||
Stock issued during period, Shares | 7,187,500 | |||
Sponser [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share transfer, trigger price price per share | $ 12 | |||
Number of consecutive trading days for determining share price | 20 days | |||
Number of trading days for determining share price | 30 days | |||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||
Sponser [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, Shares | 4,671,875 | |||
Transfer of stock shares transferred | 434,375 | |||
FL Co Investment [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, Shares | 1,257,813 | |||
Transfer of stock shares transferred | 13,125 | |||
Intrepid Financial Partners [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, Shares | 1,257,812 | |||
Transfer of stock shares transferred | 13,125 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount per share | $ / shares | $ 0.20 |
Adjustment to additional paid in capital underwriting discount | $ | $ 5,750,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 26,523,678 | 26,523,678 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 2,226,322 | 0 |
Common stock shares outstanding | 2,226,322 | 0 |
Temporary equity shares outstanding | 26,523,678 | |
Common stock, voting rights | one | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,187,500 | 7,187,500 |
Common stock shares outstanding | 7,187,500 | 7,187,500 |
Common stock, voting rights | one | |
Common Class B [Member] | Determination Of Price Of Class A Common Stock For A Certain Period Based On Which Lock In Period Of Class B Common Stock Will Be Determined [Member] | ||
Class of Stock [Line Items] | ||
Lock in period of shares | 1 year | |
Share price | $ 12 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Waiting period after which price of share is determined post business combination | 150 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - Public Warrants [Member] | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Warrants [Line Items] | |
Class of warrants or rights days after which warrants are excercisable post consummation of business combination | 30 days |
Class of warrants or rights days after which warrants are excercisable post initial public offer | 12 months |
Class of warrants or rights term | 5 years |
Number of days after business combination within which securities shall be registered | 15 days |
Number of days after business combination within which the registration of securities shall be effective | 60 days |
Exercise price payable for the warrant | $ 0.361 |
Lock in period of warrants | 30 days |
Prospective Warrant Redemption [Member] | |
Warrants [Line Items] | |
Sale of stock, price per share | $ 9.20 |
Proceeds to be used for business combination as a percentage of total capital to be raised | 60.00% |
Number of trading days for determining volume weighted average price of the shares | 20 days |
Volume weighted average price per share | $ 9.20 |
Prospective Warrant Redemption [Member] | Trigger Price One [Member] | |
Warrants [Line Items] | |
Exercise price of warrants as a percentage of newly issued share price | 180.00% |
Share price | $ 10 |
Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | |
Warrants [Line Items] | |
Exercise price of warrants as a percentage of newly issued share price | 115.00% |
Share price | $ 18 |
Prospective Warrant Redemption [Member] | Redemption Of Warrants For Cash [Member] | |
Warrants [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days |
Newly adjusted issue price per share | $ 18 |
Number of trading days for determining the newly issued share price | 20 days |
Number of consecutive trading days for determining the newly issued share price | 30 days |
Prospective Warrant Redemption [Member] | Redemption Of Warrants For Class A Common Stock [Member] | |
Warrants [Line Items] | |
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days |
Newly adjusted issue price per share | $ 10 |
Number of days after which the redemption period commences after the warrant becomes exercisable | 90 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | $ 18,325,000 |
Warrant Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 18,325,000 |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 0 |
Level 1 [Member] | Warrant Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 0 |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 0 |
Level 2 [Member] | Warrant Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 0 |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | 18,325,000 |
Level 3 [Member] | Warrant Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities | $ 18,325,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurements Using Monte Carlo Simulation Model (Details) - Level 3 [Member] | Mar. 31, 2021yr | Mar. 05, 2021yr |
Stock price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 9.51 | 9.62 |
Strike price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 11.50 | 11.50 |
Term (in years) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 5.42 | 5.50 |
Volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 0.150 | 0.150 |
Risk-free rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 0.0102 | 0.0081 |
Dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 0 | 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in the Fair Value of Warrant Liabilities (Details) | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Public [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on March 1, 2021 | $ 12,218,750 |
Change in valuation inputs or other assumptions | (287,500) |
Fair value as of March 31, 2021 | 11,931,250 |
Private Placement [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on March 1, 2021 | 6,583,625 |
Change in valuation inputs or other assumptions | (189,875) |
Fair value as of March 31, 2021 | 6,393,750 |
Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on March 1, 2021 | 18,802,375 |
Change in valuation inputs or other assumptions | (477,375) |
Fair value as of March 31, 2021 | $ 18,325,000 |