Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Registrant Name | ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP. |
Entity Central Index Key | 0001832351 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
ASSETS | |||
Cash | $ 133,154 | $ 24,980 | |
Prepaid expenses | 725,543 | ||
Total current assets | 858,697 | 24,980 | |
Deferred offering costs associated with public offering | 369,379 | ||
Marketable securities held in Trust Account | 345,026,384 | ||
Other assets | 260,400 | ||
Total assets | 346,145,481 | 394,359 | |
Current liabilities: | |||
Accounts payable | 195,396 | 100,187 | |
Franchise tax payable | 119,400 | ||
Accrued offering costs | 269,192 | ||
Due to related party | 399,702 | ||
Accrued expenses | 1,355,257 | 269,192 | |
Total current liabilities | 2,069,755 | 369,379 | |
Warrant liabilities | 12,312,430 | ||
Forward purchase agreement | 100,000 | ||
Deferred underwriting commission | 12,075,000 | ||
Total liabilities | 26,557,185 | 369,379 | |
Commitments and Contingencies | |||
Stockholders' (Deficit) Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 1,362,100 | 24,137 | |
Accumulated deficit | (26,774,667) | (20) | |
Total stockholders' (deficit) equity | (25,411,704) | 24,980 | |
Total liabilities and stockholders' (deficit) equity | 346,145,481 | 394,359 | |
Class A Common Stock | |||
Current liabilities: | |||
Class A common stock, $0.0001 par value, subject to possible redemption; 30,593,349 shares at redemption value | 345,000,000 | ||
Stockholders' (Deficit) Equity: | |||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | 0 | ||
Class B Common Stock | |||
Stockholders' (Deficit) Equity: | |||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | $ 863 | $ 863 | [1] |
[1] | This number includes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 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 |
Class A Common Stock | ||
Common stock subject to possible redemption | 34,500,000 | 34,500,000 |
Common stock subject to possible redemption, Par value | $ 0.0001 | $ 0.0001 |
Common stock shares subject to forfeiture | 34,500,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common stock shares subject to forfeiture | 1,125,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | ||
General and administrative | $ 20 | $ 1,484,290 | $ 2,837,151 | |
Franchise tax expense | 50,000 | 119,400 | ||
Loss from operations | (1,534,290) | (2,956,551) | ||
Other Income (Expense): | ||||
Offering costs allocated to derivative liabilities | 0 | (750,743) | ||
Offering costs on Founder Shares issued to related party | 0 | (1,249,759) | ||
Interest and dividends earned on marketable securities held in Trust Account | 4,440 | 26,384 | ||
Change in fair value of warrant liabilities | 8,535,903 | 9,926,785 | ||
Fair Value Adjustment Of Forward Purchase Agreement | 1,648,750 | 1,408,461 | ||
Net income (loss) | $ (20) | 8,654,803 | 6,404,577 | |
Weighted average shares outstanding, basic and diluted | [1] | 7,500,000 | ||
Basic and diluted net income per share | $ 0 | |||
Class A Redeemable Common Stock | ||||
Other Income (Expense): | ||||
Net income (loss) | $ 6,923,842 | $ 4,970,883 | ||
Weighted average shares outstanding, basic and diluted | 34,500,000 | 29,318,681 | ||
Basic and diluted net income per share | $ 0.20 | $ 0.17 | ||
Class B Non Redeemable Common Stock [Member] | ||||
Other Income (Expense): | ||||
Weighted average shares outstanding, basic and diluted | 8,625,000 | 8,456,044 | ||
Basic and diluted net income per share | $ 0.20 | $ 0.17 | ||
[1] | This number excludes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) | Dec. 31, 2020shares |
Class B common stock | |
Common stock shares subject to forfeiture | 1,125,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | |
Beginning balance at Oct. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance, Shares at Oct. 28, 2020 | 0 | 0 | ||||
Issuance of 8,625,000 shares of Class B common stock to Sponsor | [1] | 25,000 | $ 863 | 24,137 | ||
Issuance of 8,625,000 shares of Class B common stock to Sponsor, Shares | [1] | 8,625,000 | ||||
Net Income | (20) | (20) | ||||
Ending balance at Dec. 31, 2020 | 24,980 | $ 0 | $ 863 | 24,137 | (20) | |
Ending balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Excess of cash received over fair value of warrants sold to Sponsor in private placement | 41,360 | 41,360 | ||||
Accretion of Class A Common Stock to redemption value (as restated) | (33,244,721) | (65,497) | (33,179,224) | |||
Net Income | 8,028,639 | 8,028,639 | ||||
Ending balance at Mar. 31, 2021 | (25,149,742) | $ 863 | (25,150,605) | |||
Ending balance, Shares at Mar. 31, 2021 | 8,625,000 | |||||
Beginning balance at Dec. 31, 2020 | 24,980 | $ 0 | $ 863 | 24,137 | (20) | |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 2,647,500 | |||||
Ending balance at Jun. 30, 2021 | (34,066,507) | $ 863 | 1,362,100 | (35,429,470) | ||
Ending balance, Shares at Jun. 30, 2021 | 8,625,000 | |||||
Beginning balance at Dec. 31, 2020 | 24,980 | $ 0 | $ 863 | 24,137 | (20) | |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Net Income | 6,404,577 | |||||
Ending balance at Sep. 30, 2021 | (25,411,704) | $ 863 | 1,362,100 | (26,774,667) | ||
Ending balance, Shares at Sep. 30, 2021 | 8,625,000 | |||||
Beginning balance at Mar. 31, 2021 | (25,149,742) | $ 863 | (25,150,605) | |||
Beginning balance, Shares at Mar. 31, 2021 | 8,625,000 | |||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 2,647,500 | 2,647,500 | ||||
Accretion of Class A Common Stock to redemption value (as restated) | (1,285,400) | (1,285,400) | ||||
Net Income | (10,278,865) | (10,278,865) | ||||
Ending balance at Jun. 30, 2021 | (34,066,507) | $ 863 | 1,362,100 | (35,429,470) | ||
Ending balance, Shares at Jun. 30, 2021 | 8,625,000 | |||||
Net Income | 8,654,803 | 8,654,803 | ||||
Ending balance at Sep. 30, 2021 | $ (25,411,704) | $ 863 | $ 1,362,100 | $ (26,774,667) | ||
Ending balance, Shares at Sep. 30, 2021 | 8,625,000 | |||||
[1] | Includes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) - Class B common stock | 2 Months Ended |
Dec. 31, 2020shares | |
Common stock shares subject to forfeiture | 1,125,000 |
Sponsor | |
Stock issued during period new issues to sponsor | 8,625,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (20) | $ 6,404,577 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities and forward purchase agreement | (11,335,246) | |
Interest and dividends earned on marketable securities held in Trust Account | (26,384) | |
Offering costs allocated to derivative warrant liabilities | 750,743 | |
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 1,397,741 | |
General and administrative expenses paid by related party | 11,775 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (725,543) | |
Other assets | (260,400) | |
Accounts payable | 180,397 | |
Franchise tax payable | 119,400 | |
Accrued expenses | 0 | 1,339,494 |
Net cash used in operating activities | (20) | (2,143,446) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Repayment of Sponsor loan | (188,149) | |
Working capital loan from related party | 399,702 | |
Proceeds from Initial Public Offering, net of underwriters' fees | 338,100,000 | |
Proceeds from Private Placement Warrants | 9,400,000 | |
Payment of other offering costs | (459,933) | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net cash provided by financing activities | 25,000 | 347,251,620 |
Net increase in cash | 24,980 | 108,174 |
Cash—beginning of period | 0 | 24,980 |
Cash—end of period | 24,980 | 133,154 |
Supplemental disclosure of noncash financing activities: | ||
Deferred offering costs in accrued offering costs and accounts payable at December 31, 2020 | 369,379 | |
Deferred offering costs paid through promissory note – related party | (176,374) | |
Deferred offering costs included in accrued offering costs | 269,192 | |
Deferred offering costs included in accounts payable | $ 100,187 | 14,999 |
Deferred underwriting fees payable | 12,075,000 | |
Deferred Offering Costs Included In Accrued Expenses | 15,763 | |
Offering costs associated with Founder Shares issued to related party included in APIC | $ 2,457,259 |
Description of Organization and
Description of Organization and Business Operations | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ECP Environmental Growth Opportunities Corp. is a blank check company formed as a Delaware corporation on October 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from October 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering, which is described below. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 30,000,000 units at $10.00 per unit (or 34,500,000 shares if the underwriters’ option to purchase additional shares is exercised in full) (“Units” and, with respect to the Class A common stock included in the Shares being offered, the “Public Shares”) which is discussed in Note 3 (the “Proposed Public Offering”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per 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 per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, 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 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation, which will be adopted by the Company upon the consummation of the Proposed Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Proposed Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Proposed Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees will have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. 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 only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the 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 other 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 Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2020, the Company had $24,980 in cash and a working capital deficiency of $344,399. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its financing and acquisition plans. Management plans to address this need for capital through the Proposed Public Offering. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results its operations and/or closing of the Proposed Public Offering and search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern. | Note 1—Description of Organization ECP Environmental Growth Opportunities Corp. (the “Company”) is a blank check company formed as a D e October 29, 2020 . T he Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization , As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end. On February 11, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units”), including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $345,000,000, which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company completed two private sales of an aggregate 6,266,667 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to ENNV Holdings, LLC (the “Sponsor”) and Goldman Sachs Asset Management, L.P. (“GSAM”), in its capacity as investment adviser on behalf of its clients (the “GSAM Client Accounts”), generating aggregate gross proceeds to the Company of $9,400,000, which is described in Note 4 Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering in February 2021, the offering costs totaling $19,606,427 were allocated between stockholders’ equity ($18,855,685) and other expenses ($750,743) based on the fair value of warrant liabilities relative to the Initial Public Offering proceeds recognized in stockholders’ equity. During the quarter ended June 30, 2021, an additional $2.5 million in offering costs were recogni zed party, as well as approximately $35,000 additional cash offering costs. Following the closing of the Initial Public Offering on February 11, 2021, an amount of $345,000,000 ($10.00 per Unit) comprised of of the 100% of its public shares if the 24 months from the closing of the Initial Public Offering or (ii) with respect to any On July 18, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub, and Fast Radius, Inc., a Delaware corporation (“Fast Radius”), pursuant to which Merger Sub will merge with and into Fast Radius, with Fast Radius surviving such merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). At the closing of the Merger (the “Closing”), the Company will be renamed “Fast Radius, Inc.” The Business Combination is expected to be consummated in the fourth quarter of 2021, subject to the fulfillment of certain customary closing conditions. Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to all holders of Fast Radius securities outstanding immediately prior to the Closing, which will be issued in the form of shares or equity awards relating to shares of Class A common stock, will equal 100,000,000 shares of Class A common stock at a deemed value of $10.00 per share (the “Aggregate Merger Consideration”). The Aggregate Merger Consideration will be issued to holders of Fast Radius securities at the Closing in accordance with the Merger Agreement, except that the issuance to holders of Fast Radius capital stock and Vested RSUs (as defined in the Merger Agreement) of a portion of the Aggregate Merger Consideration in an amount equal to 10,000,000 shares of Class A common stock (the “Fast Radius Earn Out Shares”) will be subject to the satisfaction of certain price targets set forth in the Merger Agreement during the five-year period following the Closing (the “Earn Out Period”), which price targets will be based upon (i) the daily volume-weighted average sale price of shares of Class A common stock quoted on The Nasdaq Capital Market (“NASDAQ”), or the exchange on which the shares of Class A common stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earn Out Period or (ii) the per share consideration received in connection with the occurrence of certain change of control events of the combined company following Closing specified in the Merger Agreement (any such event, an “Acquiror Sale”). In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Merger Agreement will terminate and no Fast Radius Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. The Fast Radius Earn Out Shares will be issuable in two equal tranches of 5,000,000 shares of Class A common stock at the time that the Class A common stock reaches a value, as calculated above, of $15.00 and $20.00, respectively, and will be allocated among the applicable holders of Fast Radius capital stock and Vested RSUs on a pro rata basis in accordance with the Merger Agreement. In connection with the Closing, the shares (the “Founder Shares”) of Class B common stock issued prior to the Company’s initial public offering that are held by the Sponsor, our independent directors and GSAM will automatically convert into shares of Class A common stock on a one-for-one In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, including the Sponsor (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 7,500,000 shares of Class A common stock (1,000,000 shares of which will be issued and sold to the Sponsor in its capacity as a PIPE Investor) for a purchase price of $10.00 per share, or an aggregate of $75,000,000, in a private placement (the “PIPE Investment”). The closing of the PIPE Investment will occur substantially concurrently with the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The shares of Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act . The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Initial Public Offering, an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, are held in a trust account (“Trust Account”) with the American Stock Transfer & Trust Company acting as trustee and invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide its holders of the public shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per 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 per-share Shares prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to e of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In connection with the redemption of % of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $ of interest to pay dissolution expenses). The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the 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 other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September On July 30, 2021, the Company issued an unsecured promissory note . The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2021, the $399,702 drawn against the Note has not been converted to warrants. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $24,980 in cash as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Deferred Offering Costs Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class B common stock subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 December 31, 2020. 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 provision for income taxes was deemed to be de minimis for the period from October 29, 2020 (inception) through December 31, 2020. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals and recurring adjustments) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 10, 2021 and Form 10-Q Principles of The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant intercompany transactions and balances have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclo s 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 an emerging growth 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 condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $133,154 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 re-measurement Cash and Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were invested in money market funds. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration 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 September Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets. 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 • Level 1, defined as observable inputs such as quoted prices 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. The fair values of Forward Purchase Agreement and Private Placement Warrants have been estimated using the trading price of the Public Warrants. Public Warrants are valued based on quoted price in active markets. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants and Forward Purchase Agreement. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Pu b . Earnings Per Share of Common Stock Earnings per share of common stock is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A common stock, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per sh a A reconciliation of the earnings per share is below: For the Three Months September 30, 2021 For the Nine Months September 30, 2021 Numerator: Earnings allocable to Redeemable Class A Common Stock Net Earnings allocable to Redeemable Class A Common Stock $ 6,923,842 $ 4,970,883 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 34,500,000 29,318,681 Basic and diluted net earnings per share, Redeemable Class A $ 0.20 $ 0.17 Non-Redeemable Numerator: Net Income allocable to Non-Redeemable Net Earnings Net Income allocable to Non-Redeemable $ 1,730,961 $ 1,433,694 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 8,625,000 8,456,044 Basic and diluted net earnings per share, Non-Redeemable $ 0.20 $ 0.17 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and pe September , The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 . 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 condensed consolidated financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Error Correction [Text Block] | Note 2—Restatement of Previously Issued Consolidated Financial Statements In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and when shares were sold pursuant to the exercise of the underwriters’ overallotment, it had improperly classified its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001, due to the NASDAQ’s minimum net tangible asset requirement. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in There has been no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s consolidated financial statements included in its Form 10-Q 10-Q As of June 30, 2021 Condensed Consolidated Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 305,933,489 $ 39,066,511 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - 391 (391 ) — Additional paid-in 10,278,770 (8,916,670 ) 1,362,100 Accumulated deficit (5,280,021 ) (30,149,451 ) (35,429,470 ) Total Stockholders’ equity (deficit) $ 5,000,003 $ (39,066,512 ) $ (34,066,507 ) Three Months Ended June 30, 2021 Condensed Consolidated Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 31,475,333 3,024,667 34,500,000 Weighted average shares outstanding of Class A and B non-redeemable 11,649,667 (11,649,667 ) — Weighted average shares outstanding of Class B non-redeemable — 8,625,000 8,625,000 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ (0.24 ) $ (0.24 ) Basic and diluted earnings (net loss) per share of non-redeemable $ (0.88 ) $ 0.88 $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ (0.24 ) $ (0.24 ) Six Months Ended June 30, 2021 Condensed Consolidated Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 31,177,650 (4,492,567 ) 26,685,083 Weighted average shares outstanding of Class A and B non-redeemable 11,692,516 (11,692,516 ) — Weighted average shares outstanding of Class B non-redeemable — 8,370,166 8,370,166 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ (0.06 ) $ (0.06 ) Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B $ (0.19 ) $ 0.19 $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ (0.06 ) $ (0.06 ) Three Months Ended June 30, 2021 Condensed Consolidated As Adjustment As Restated Offering costs $ (35,641) $ 35,641 $ — Share-based compensation and offering costs on Founder Shares issued to related party and directors 1,397,741 1,249,759 2,647,500 Change in value of common stock subject to possible redemption 8,916,760 (8,916,760 ) — Accretion of Class A Common Stock to redemption value — (1,285,400 ) (1,285,400 ) Six Months Ended June 30, 2021 Condensed Consolidated As Previously Adjustment As Restated Sale of Units in initial public offering, less fair value of $ 332,119,425 $ (332,119,425 ) $ — Offering costs (18,891,326 ) 18,891,326 — Forward purchase agreement (1,508,461 ) 1,508,461 — Common stock subject to possible redemption (314,850,250 ) 314,850,250 — Share-based compensation and offering costs on Founder Shares issued to related party and directors 1,397,741 1,249,759 2,647,500 Change in value of common stock subject to possible redemption 8,916,760 (8,916,760 ) — Accretion of Class A Common Stock to redemption value — (34,530,121 ) (34,530,121 ) As of March 31, 2021 Condensed Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 314,850,250 $ 30,149,750 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - 301 (301 ) — Retained earnings (Accumulated deficit) 4,998,844 (30,149,449 ) (25,150,605 ) Total Stockholders’ equity (deficit) $ 5,000,008 $ (30,149,750 ) $ (25,149,742 ) Three Months Ended March 31, 2021 Condensed Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 30,625,007 (11,841,674 ) 18,783,333 Weighted average shares outstanding of Class A and B non-redeemable 10,754,314 (10,754,314 ) — Weighted average shares outstanding of Class B non-redeemable — 8,112,500 8,112,500 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ 0.30 $ 0.30 Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B $ 0.74 $ (0.74 ) $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ 0.30 $ 0.30 Three Months Ended March 31, 2021 Condensed Statement of Changes in As Previously Adjustment As Restated Sale of Units in initial public offering, less fair value of public warrants $ 332,119,425 $ (332,119,425 ) $ — Offering costs (18,855,685 ) 18,855,685 — Forward purchase agreement (1,508,461 ) 1,508,461 — Common stock subject to possible redemption (314,850,250 ) 314,850,250 — Accretion of Class A Common Stock to redemption value — (33,244,721 ) (33,244,721 ) As of February 11, 2021 Condensed Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 306,070,895 $ 38,929,105 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 389 (389 ) — Additional paid-in 5,749,492 (5,749,492 ) — Retained earnings (Accumulated deficit) (750,742 ) (33,179,224 ) (33,929,966 ) Total Stockholders’ equity (deficit) $ 5,000,002 $ (38,929,105 ) $ (33,929,103 ) |
Proposed Public Offering
Proposed Public Offering | 2 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Proposed Public Offering | NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 30,000,000 Shares (or 34,500,000 Shares if the underwriters’ option to purchase additional shares is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold Units at a purchase price of $ per Unit, including Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of share of Class A common stock and one-quarter of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ per share, subject to adjustment (see Note 7). Simultaneously with the closing of the Initial Public Offering, the Company completed private sales of an aggregate Private Placement Warrants at a purchase price of $ per Private Placement Warrant, to the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, generating aggregate gross proceeds to the Company of $ . The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor and GSAM have agreed not to transfer, assign , cashless basis. |
Private Placement
Private Placement | 2 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT The Sponsor and Goldman Sachs Asset Management, L.P. (the “GSAM Client Accounts”) agreed to purchase an aggregate of 5,666,667 Private Placement Warrants (or 6,266,667 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant (approximately $8.5 million in the aggregate, or approximately $9.4 million if the underwriters’ over-allotment option is exercised in full) in the Private Placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the GSAM Client Accounts or their permitted transferees. |
Related Party Transactions
Related Party Transactions | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 8, 2020, the Sponsor paid an aggregate of $25,000 in exchange for the issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). On December 23, 2020, the Company effected a 6-for-5 reverse stock split with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 7,187,500 Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 The holders of the Founder Shares have agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the option to purchase additional shares is not exercised in full or in part by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the Proposed Public Offering, the Company will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to the Class B common stock prior to the consummation of the Proposed Public Offering in such amount as to maintain the number of Founder Shares at 20% of the Company’s issued and outstanding common stock upon the consummation of the Proposed Public Offering. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial business combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial business combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the last reported sale price of common stock shares 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 initial business combination, the Founder Shares will be released from the lock-up. Related Party Transactions In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates 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 will 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company will enter into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. | Note 5—Related Party Transactions Founder Shares On December 8, 2020, the Sponsor paid an aggregate of $ in exchange for the issuance of shares of Class B common stock (the “Founder Shares”). On December 23, 2020, the Company effected a with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of Founder Shares. On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of Founder Shares. All share and per-share amounts have been restated to reflect the stock split, as reflected in the Company’s audited financial statements as of December 31, 2020. In January 2021, the Sponsor transferred Founder Shares to each of Tracy McKibben, Kathryn E. Coffey, Richard Burke and David Lockwood, our independent director nominees, at their original issue price. The Company has recognized this transfer as a compensation expense in accordance with SEC Staff Accounting Bulletin 5T and ASC Topic 718 Compensation – Stock Compensation Compensation – Stock Compensation The holders of the Founder Shares agreed to forfeit up to an aggregate of Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares is not exercised in full by the underwriters. As the underwriters’ option to purchase additional shares was exercised in full, forfeiture of Founder Shares did not occur. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the initial Business Combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the last reported sale price of common stock shares equals or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations , trading days within any -trading day period commencing at least days after the initial Business Combination, the Founder Shares will be released from the lock-up. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans” or “Note”). On July 30, 2021, the Company issued an unsecured promissory note in the principal amount of $1,500,000 to an affiliate of the Sponsor, which may be drawn down by the Company from time to time upon written notice to the lender. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of Working Capital Warrants equal to the principal amount of the Note so converted divided by $1.50. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the warrant fair value as of September 30, 2021, and when the Note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of September 30, 2021, there was a balance of $399,702 under this loan. Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company expensed $ 30,000 77,143 in monthly administrative support services, respectively, with $10,000 and $ 0 of these expenses included in accrued expenses as of September 30, 2021 and December 31, 2020, respectively. Due to Related Party On January 26, 2021, the Company entered into a promissory note pursuant to which Energy Capital Partners Management, LP (“ECP”) agreed to loan the Company up to $ to be used for a portion of the expenses of the Initial Public Offering. The promissory note was repaid in full upon the Initial Public Offering. |
Commitments & Contingencies
Commitments & Contingencies | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In the event of any delay in filing and/or effectiveness of the registration statement required pursuant to the registration and stockholder rights agreement, or after the effective date, such registration statement ceases for any reason to remain continuously effective (each, a “Registration Default”), the holders will be entitled to payments from the Company equal to 2% of the purchase price on the occurrence of each registration default and 2% per month that such registration default continues to exist, as more fully described in the registration and stockholder rights agreement. Underwriting Agreement The Company will grant the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option will entitle the underwriters to purchase on a pro rata basis up to 4,500,000 additional units at the Proposed Public Offering price, less the underwriting discounts and commissions. The over-allotment option will expire 45 days after the date of the Proposed Public Offering Closing. Additionally, the underwriters will be entitled to a commission equal to 5.5% of the gross proceeds to the Company from the Proposed Public Offering, including any proceeds relating to the over-allotment units upon exercise of the over-allotment option as provided for in the Underwriting Agreement. The commission shall be paid as follows: two percent (2.0%) shall be paid in cash at the closing of the Proposed Public Offering and three and one-half percent (3.5%) (the “Deferred Commission”), including any amounts raised pursuant to the over-allotment option, payable in cash upon the closing of the initial Business Combination. The Deferred Commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Expression of Interest The GSAM Client Accounts have indicated that they intend to purchase up to 9.9% of the units in the Proposed Public Offering for a maximum of $29,700,000, but their indication of interest is not binding. There can be no assurance that the GSAM Client Accounts will acquire any units in the Proposed Public Offering. To the extent that the GSAM Client Accounts purchase any units in the Proposed Public Offering, the GSAM Client Accounts will forfeit and return to the Company’s sponsor 50% of the shares of Class B common stock held by the GSAM Client Accounts if, at the time the GSAM Client Accounts provide or withhold consent to the Company’s initial business combination, they own a number of shares of Class A common stock less than the number of shares of Class A common stock included in such units purchased in connection with the Proposed Public Offering. There can be no assurance that the GSAM Client Accounts will acquire any units in the Proposed Public Offering or what amount of equity the GSAM Client Accounts will retain, if any, upon the consummation of the Company’s initial business combination. As a result of the founder shares and private placement warrants that the GSAM Client Accounts may hold, it may have different interests with respect to a vote on an initial business combination than other Public Stockholder. The GSAM Client Accounts will not have any rights to the funds held in the trust account beyond the rights afforded to the Public Stockholder. | Note 6—Commitments & Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and Working Capital Warrants that may be issued upon conversion of the amounts due under the Note at the time the Company consummates a Business Combination (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements . In the event of any delay in filing and/or effectiveness of the registration statement required pursuant to the registration and stockholder rights agreement, or after the effective date, such registration statement ceases for any reason to remain continuously effective (each, a “Registration Default”), the holders will be entitled to payments from the Company equal to % of the purchase price on the occurrence of each registration default and % per month that such registration default continues to exist, as more fully described in the registration and stockholder rights agreement. Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. On the date of the Initial Public Offering, the underwriters exercised the over-allotment option in full, purchasing Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement On January 24, 2021, the Company entered into a Forward Purchase Agreement with GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, as amended by the First Amendment to Forward Purchase Agreement, dated as of January 31, 2021 (as so amended, the “Forward Purchase Agreement”), pursuant to which the GSAM Client Accounts committed to purchase an aggregate of up to 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of the Company’s Class A common stock (the “Forward Purchase Shares”) and one of one warrant (the “Forward Purchase Warrants”), for $ 10.00 per Forward Purchase Unit, or an aggregate maximum amount of $ 50,000,000 , in a private placement to close simultaneously with the closing of the Company’s initial Business Combination. Each whole Forward Purchase Warrant is exercisable to purchase one share of our Class A common stock at $ 11.50 per share. The Forward Purchase Warrants will have the same terms as the Public Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used to fund the purchase price of the Business Combination or for the working capital needs of the post-transaction company. The Forward Purchase Agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide the Company with an increased minimum funding level for the initial Business Combination. On February 11, 2021, the Sponsor transferred 345,000 Founder Shares to GSAM in connection with their commitments on the Forward Purchase Agreement and the Private Placement Warrants. The Company has recognized part of this transfer as an offering cost related to a fair value instrument ($1.25 million) and the remainder as a reduction of temporary equity ) during the nine months ended September 30, 2021. The Founder Shares transferred were valued by reference to the fair values of the Class A common stock and the probability of the success of the Business Combination. Pursuant to the terms of the Forward Purchase Agreement, GSAM agreed to forfeit and return to the Sponsor (i) 172,500 Founder Shares if GSAM did not purchase at least 2,500,000 Forward Purchase Units pursuant to the Forward Purchase Agreement and (ii) 172,500 of 2,500,000 reduction to temporary equity, while the costs allocated to Public Warrants were expensed. Concurrently with the execution of the Merger Agreement on July 18, 2021, the Company, the Sponsor and GSAM, in its capacity as investment adviser on behalf of the GSAM Client Accounts, entered into a side letter (the “Side Letter”) to the Forward Purchase Agreement, pursuant to which GSAM irrevocably consented to purchase from the Company, and the Company agreed to issue and sell to GSAM, 2,500,000 Forward Purchase Units at a price of $10.00 per Forward Purchase Unit, or an aggregate of $25,000,000, in a private placement to be consummated substantially concurrently with the consummation of the Business Combination. The Company and the Sponsor also waived GSAM’s potential obligation to forfeit shares of Class B common stock under the circumstances contemplated by the Forward Purchase Agreement in connection with the Closing. If the Business Combination does not occur, the Side Letter will automatically terminate and the original terms of the Forward Purchase Agreement will apply. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 7—Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) days after the completion of a Business Combination or (b) months from the closing of the Initial 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 Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than business days after the closing of the initial Business Combination, the Company will use commercially reasonable 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, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, 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 Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $ per share, subject to adjustments, and will expire 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 $ per common share (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, 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 % 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 the shares of Class A common stock during the trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable , days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: When the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • 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 to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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 Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: When the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • 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 of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders; and • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of 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 within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Forward Purchase Warrants have the same terms as the Public Warrants, except the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The company accounts for the Public Warrants, Private Placement Warrants and Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40. |
Stockholders' Deficit
Stockholders' Deficit | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Stockholders' Deficit | NOTE 7. STOCKHOLDER’S EQUITY 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. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amount issued in this offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, any shares or equity-linked securities issued (or to be issued), and any private placement warrants issued. Preferred Stock Warrants 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 common share (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, 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 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 the 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 consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the shares of 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 a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of shares of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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 Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. 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 of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A common stock; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which of redemption is sent to the warrant holders; and • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” shall mean the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of 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 within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 8—Stockholders’ Deficit Preferred Stock Class A Common Stock The Company is authorized to issue shares of Class A common stock with a par value of $ per share. Holders of the Company’s Class A common stock are entitled to . At September 0 , , there were Class B Common Stock The 6-for-5 5-for-6 September 0 Only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to the initial Business Combination, and such rights may only be amended by a resolution passed by the holders of a majority of Class B common stock. On all other matters submitted to a vote of the Company’s stockholders, holders of the Class B common stock and holders of the Class A common stock will vote together as a single class, with each share of common stock entitling the holder to one vote, except as required by law or the applicable rules of the NASDAQ Capital Market (“NASDAQ”), then in effect. For so long as shares of Class B common stock remain outstanding, the Company may not amend, alter , , The share s of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amount issued in this offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of this offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, any shares or equity-linked securities issued (or to be issued), and any private placement warrants issued. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s Description Level Fair Value September 1 $ 345,026,384 The Warrants and Forward Purchase Agreement are accounted for as liabilities pursuant to ASC 815-40 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021: Level 1 Level 2 Level 3 Total Derivative liabilities: Public Warrants $ 7,131,150 $ — $ — $ 7,131,150 Private Placement Warrants — 5,181,280 — 5,181,280 Forward Purchase Agreement — — 100,000 100,000 Total liabilities $ 7,131,150 $ 5,181,280 $ 100,000 $ 12,412,430 -day threshold waiting period to be publicly traded in accordance with the Prospectus filed February 10, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of September 30, 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. At September 30, 2021, Forward Purchase Units were valued equal to the difference between the current public trading price and the purchase price, as the Forward Purchase Agreement requires the purchase of units for $10 upon a completion of the Business Combination. The Company previously valued the Forward Purchase Agreement based on the trading price of the Public Warrants, which was considered Level 2 as there was an exercise option prior to the issuance of the Side Letter. As such, the Company transferred the Forward Purchase Agreement from a Level 2 to a Level 3 liability, due to the use of the updated valuation method discussed above which includes a significant unobservable input, and factoring in assumption of the closing of the Business Combination. Outside of the transfer of the Forward Purchase Agreement from Level 2 to Level 3, there were no transfers between Levels 1, 2, and 3 during the three months ended September 30, 2021. The following table presents a summary of the changes in the fair value of the Derivative Liabilities: Public Warrant Liability Private Warrant Liability Forward p Agreement Total Fair value, February 11, 2021 $ 12,880,575 $ 9,358,640 $ 1,508,461 $ 23,747,676 Recognized gain on change in fair value 4,953,337 3,598,947 503,029 9,055,313 Fair value, March 31, 2021 $ 7,927,238 $ 5,759,693 $ 1,005,432 $ 14,692,363 Recognized loss on change in fair value (4,147,762 ) (3,013,640 ) (743,318 ) (7,904,720 ) Fair value, June 30, 2021 $ 12,075,000 $ 8,773,333 $ 1,748,750 $ 22,597,083 Recognized gain on change in fair value 4,943,850 3,592,053 1,648,750 10,184,653 Fair value, September 30, 2021 $ 7,131,150 $ 5,181,280 $ 100,000 $ 12,412,430 |
Subsequent Events
Subsequent Events | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 8. 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, other than as described below: On January 26, 2021, the Company effectuated a 5-for-6 split of the Founder Shares, resulting in an aggregate outstanding amount of 8,625,000 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the stock split. On January 26, 2021, the Company entered into a promissory note pursuant to which Energy Capital Partners Management, LP (“ECP”) agreed to loan the Company up to $300,000 to be used for a portion of the expenses of this offering. As of January 27, 2021, the Company had borrowed approximately $166,238 under the promissory note with ECP. The entire unpaid principal balance under the promissory note will be payable on the earlier of (i) December 31, 2021 or (ii) the date on which the Company consummates an initial public offering of its securities. On January 24, 2021, the Company entered into a forward purchase agreement pursuant to which the GSAM Client Accounts committed to purchase up to $50,000,000, and the Company agreed to sell to the GSAM Client Accounts such amount, of a number of units, consisting of one share of the Company’s Class A common stock and one-quarter of one warrant, for $10.00 per forward purchase unit, in a private placement that will close simultaneously with the closing of the Company’s initial business combination. Each whole forward purchase warrant is exercisable to purchase one share of the Company’s Class A common stock at $11.50 per share. The forward purchase warrants will have the same terms as the public warrants and the forward purchase shares will be identical to the shares of Class A common stock included in the units being sold in the Proposed Public Offering, except the forward purchase shares and the forward purchase warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase units may be used to fund the purchase price of the business combination or for the working capital needs of the post-transaction company. The forward purchase agreement is independent of the percentage of stockholders electing to redeem their public shares and may provide the Company with an increased minimum funding level for the initial business combination. The forward purchase agreement is subject to conditions, including the GSAM Client Accounts giving the Company their written consent to purchase the forward purchase units no later than five days after the Company notifies the GSAM Client Accounts that the Company’s board of directors will meet to consider entering into a definitive acquisition agreement for the Company’s initial business combination. If the GSAM Client Accounts do not purchase at least $25,000,000 in forward purchase units at the closing of the Company’s initial business combination, the GSAM Client Accounts will forfeit and return to the Company’s sponsor 50% of the shares of Class B common stock they acquire from the Company’s sponsor in connection with the forward purchase agreement that are held by the GSAM Client Accounts at that time. There can be no assurance that the GSAM Client Accounts will acquire any forward purchase units pursuant to the forward purchase agreement. | Note 10—Subsequent events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date through the date the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, other than as described below. On October 26, 2021, Energy Capital Partners Holdings, LP (“ECP Holdings”), an affiliate of the Sponsor, entered into a note purchase agreement with Fast Radius, pursuant to which ECP Holdings purchased a convertible promissory note (the “ECP Note”) in an aggregate principal amount of $7.0 million from Fast Radius. The ECP Note matures on October 26, 2023 (the “Maturity Date”) and interest on the unpaid principal amount under the ECP Note accrues at a rate of six percent (6%) per annum. The aggregate principal amount of the ECP Note may not be paid prior to the maturity date without the written consent of ECP Holdings. Upon the occurrence and during the continuance of an event of default, ECP Holdings may declare all unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the ECP Note, immediately due and payable. If Fast Radius consummates any transaction or series of related transactions involving (i) the sale, lease, exclusive license, or other disposition of all or substantially all of its assets; (ii) any merger or consolidation of Fast Radius into or with another person or entity (other than a merger or consolidation effected exclusively to change its domicile), (iii) any other corporate reorganization, in which the stockholders of Fast Radius in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of Fast Radius’ (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iv) any sale or other transfer by the stockholders of Fast Radius of shares representing at least a majority of Fast Radius’ then-total outstanding combined voting power (such transaction or series of related transactions, an “Acquisition”) before (x) Fast Radius issues and sells preferred equity in a transaction or series of transactions for aggregate gross proceeds of at least $40.0 million (excluding all proceeds from the incurrence of indebtedness that is converted into such equity, or otherwise cancelled in consideration for the issuance of such equity) with the principal purpose of raising capital (a “Qualified Financing”) or (y) the repayment in full or conversion of the ECP Note, then ECP Holdings will be entitled to a cash payment equal to the greater of (A) two times the outstanding principal amount of the ECP Note plus all accrued and unpaid interest and (B) the amount that would be received in such Acquisition transaction if the outstanding principal amount of the ECP Note, plus all accrued and unpaid interest, were converted into Fast Radius common equity immediately prior to the closing of such Acquisition at the applicable conversion price. If a Qualified Financing occurs on or before the Maturity Date, then the outstanding principal amount of the ECP Note, and all accrued and unpaid interest, will automatically convert into shares of Fast Radius preferred equity on the same terms as those issued in such Qualified Financing at the applicable conversion price. In the case of a business combination transaction between Fast Radius and any special purpose acquisition company (including, for the avoidance of doubt, the Business Combination) with the purpose of taking Fast Radius public without going through the traditional initial public offering process (a “SPAC Transaction”) that occurs prior to the consummation of a Qualified Financing or the Maturity Date, the outstanding principal amount of the ECP Note, together with all accrued and unpaid interest, shall be automatically converted into Fast Radius common stock immediately prior to the consummation of such SPAC Transaction at the applicable conversion price. If no Qualified Financing or SPAC Transaction occurs on or before the Maturity Date, then the outstanding principal amount of the ECP Note, and all accrued and unpaid interest, shall be convertible at the option of ECP Holdings into Fast Radius common stock at the applicable conversion price within 90 days after the Maturity Date. In addition, if, prior to the repayment in full or conversion of the ECP Note, Fast Radius consummates an equity financing that does not qualify as a Qualified Financing (a “Non-Qualified The conversion price under the ECP Note will determined as follows: (i) if a Qualified Financing, Non-Qualified Non-Qualified Non-Qualified the other purchasers of equity sold in such Qualified Financing, Non-Qualified Non-Qualified O As of December 27, 2021, the Company had borrowed approximately $499,700. On December 26, 2021, the Company, Merger Sub and Fast Radius entered into an amendment to the Merger Agreement to, among other things, require the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding, voting separately as a single class, for the approval of the Amendment Proposal (as defined in the Merger Agreement). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals and recurring adjustments) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Company’s prospectus for its Initial Public Offering as filed with the SEC on February 10, 2021 and Form 10-Q |
Principles of Consolidation | Principles of The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclo s 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 an emerging growth 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 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $24,980 in cash as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $133,154 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 re-measurement | |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were invested in money market funds. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. From the period beginning January 1, 2021 through September 30, 2021, the Company recorded accretion of Class A common stock to the redemption value in the amount of $34,530,121. | |
Concentrations of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration 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 September |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. | Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets. |
Fair Value Measurements | 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 • Level 1, defined as observable inputs such as quoted prices 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. The fair values of Forward Purchase Agreement and Private Placement Warrants have been estimated using the trading price of the Public Warrants. Public Warrants are valued based on quoted price in active markets. See Note 6 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 9 for further discussion of the methodology used to determine the value of the Warrants and Forward Purchase Agreement. | |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Pu b . | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
Earnings Per Share of Common Stock | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class B common stock subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Earnings Per Share of Common Stock Earnings per share of common stock is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A common stock, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per sh a A reconciliation of the earnings per share is below: For the Three Months September 30, 2021 For the Nine Months September 30, 2021 Numerator: Earnings allocable to Redeemable Class A Common Stock Net Earnings allocable to Redeemable Class A Common Stock $ 6,923,842 $ 4,970,883 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 34,500,000 29,318,681 Basic and diluted net earnings per share, Redeemable Class A $ 0.20 $ 0.17 Non-Redeemable Numerator: Net Income allocable to Non-Redeemable Net Earnings Net Income allocable to Non-Redeemable $ 1,730,961 $ 1,433,694 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 8,625,000 8,456,044 Basic and diluted net earnings per share, Non-Redeemable $ 0.20 $ 0.17 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 December 31, 2020. 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 provision for income taxes was deemed to be de minimis for the period from October 29, 2020 (inception) through December 31, 2020. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and pe September , The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 . 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 condensed consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The impact of the restatement on the Company’s consolidated financial statements included in its Form 10-Q 10-Q As of June 30, 2021 Condensed Consolidated Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 305,933,489 $ 39,066,511 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - 391 (391 ) — Additional paid-in 10,278,770 (8,916,670 ) 1,362,100 Accumulated deficit (5,280,021 ) (30,149,451 ) (35,429,470 ) Total Stockholders’ equity (deficit) $ 5,000,003 $ (39,066,512 ) $ (34,066,507 ) Three Months Ended June 30, 2021 Condensed Consolidated Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 31,475,333 3,024,667 34,500,000 Weighted average shares outstanding of Class A and B non-redeemable 11,649,667 (11,649,667 ) — Weighted average shares outstanding of Class B non-redeemable — 8,625,000 8,625,000 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ (0.24 ) $ (0.24 ) Basic and diluted earnings (net loss) per share of non-redeemable $ (0.88 ) $ 0.88 $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ (0.24 ) $ (0.24 ) Six Months Ended June 30, 2021 Condensed Consolidated Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 31,177,650 (4,492,567 ) 26,685,083 Weighted average shares outstanding of Class A and B non-redeemable 11,692,516 (11,692,516 ) — Weighted average shares outstanding of Class B non-redeemable — 8,370,166 8,370,166 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ (0.06 ) $ (0.06 ) Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B $ (0.19 ) $ 0.19 $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ (0.06 ) $ (0.06 ) Three Months Ended June 30, 2021 Condensed Consolidated As Adjustment As Restated Offering costs $ (35,641) $ 35,641 $ — Share-based compensation and offering costs on Founder Shares issued to related party and directors 1,397,741 1,249,759 2,647,500 Change in value of common stock subject to possible redemption 8,916,760 (8,916,760 ) — Accretion of Class A Common Stock to redemption value — (1,285,400 ) (1,285,400 ) Six Months Ended June 30, 2021 Condensed Consolidated As Previously Adjustment As Restated Sale of Units in initial public offering, less fair value of $ 332,119,425 $ (332,119,425 ) $ — Offering costs (18,891,326 ) 18,891,326 — Forward purchase agreement (1,508,461 ) 1,508,461 — Common stock subject to possible redemption (314,850,250 ) 314,850,250 — Share-based compensation and offering costs on Founder Shares issued to related party and directors 1,397,741 1,249,759 2,647,500 Change in value of common stock subject to possible redemption 8,916,760 (8,916,760 ) — Accretion of Class A Common Stock to redemption value — (34,530,121 ) (34,530,121 ) As of March 31, 2021 Condensed Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 314,850,250 $ 30,149,750 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - 301 (301 ) — Retained earnings (Accumulated deficit) 4,998,844 (30,149,449 ) (25,150,605 ) Total Stockholders’ equity (deficit) $ 5,000,008 $ (30,149,750 ) $ (25,149,742 ) Three Months Ended March 31, 2021 Condensed Statement of Operations As Previously Adjustment As Restated Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 30,625,007 (11,841,674 ) 18,783,333 Weighted average shares outstanding of Class A and B non-redeemable 10,754,314 (10,754,314 ) — Weighted average shares outstanding of Class B non-redeemable — 8,112,500 8,112,500 Basic and diluted earnings (net loss) per share, Class A common stock subject to possible redemption $ 0.00 $ 0.30 $ 0.30 Basic and diluted earnings (net loss) per share of non-redeemable common stock, Class A and B $ 0.74 $ (0.74 ) $ 0.00 Basic and diluted earnings (net loss) per share, Class B non-redeemable $ 0.00 $ 0.30 $ 0.30 Three Months Ended March 31, 2021 Condensed Statement of Changes in As Previously Adjustment As Restated Sale of Units in initial public offering, less fair value of public warrants $ 332,119,425 $ (332,119,425 ) $ — Offering costs (18,855,685 ) 18,855,685 — Forward purchase agreement (1,508,461 ) 1,508,461 — Common stock subject to possible redemption (314,850,250 ) 314,850,250 — Accretion of Class A Common Stock to redemption value — (33,244,721 ) (33,244,721 ) As of February 11, 2021 Condensed Balance Sheet As Previously Adjustment As Restated Common stock subject to possible redemption $ 306,070,895 $ 38,929,105 $ 345,000,000 Stockholders’ equity (deficit) Class A common stock - $0.0001 par value 389 (389 ) — Additional paid-in 5,749,492 (5,749,492 ) — Retained earnings (Accumulated deficit) (750,742 ) (33,179,224 ) (33,929,966 ) Total Stockholders’ equity (deficit) $ 5,000,002 $ (38,929,105 ) $ (33,929,103 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the earnings per share is below: For the Three Months September 30, 2021 For the Nine Months September 30, 2021 Numerator: Earnings allocable to Redeemable Class A Common Stock Net Earnings allocable to Redeemable Class A Common Stock $ 6,923,842 $ 4,970,883 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 34,500,000 29,318,681 Basic and diluted net earnings per share, Redeemable Class A $ 0.20 $ 0.17 Non-Redeemable Numerator: Net Income allocable to Non-Redeemable Net Earnings Net Income allocable to Non-Redeemable $ 1,730,961 $ 1,433,694 Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 8,625,000 8,456,044 Basic and diluted net earnings per share, Non-Redeemable $ 0.20 $ 0.17 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s Description Level Fair Value September 1 $ 345,026,384 |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021: Level 1 Level 2 Level 3 Total Derivative liabilities: Public Warrants $ 7,131,150 $ — $ — $ 7,131,150 Private Placement Warrants — 5,181,280 — 5,181,280 Forward Purchase Agreement — — 100,000 100,000 Total liabilities $ 7,131,150 $ 5,181,280 $ 100,000 $ 12,412,430 |
Summary of Changes in Fair Value of Derivative Liabilities | The following table presents a summary of the changes in the fair value of the Derivative Liabilities: Public Warrant Liability Private Warrant Liability Forward p Agreement Total Fair value, February 11, 2021 $ 12,880,575 $ 9,358,640 $ 1,508,461 $ 23,747,676 Recognized gain on change in fair value 4,953,337 3,598,947 503,029 9,055,313 Fair value, March 31, 2021 $ 7,927,238 $ 5,759,693 $ 1,005,432 $ 14,692,363 Recognized loss on change in fair value (4,147,762 ) (3,013,640 ) (743,318 ) (7,904,720 ) Fair value, June 30, 2021 $ 12,075,000 $ 8,773,333 $ 1,748,750 $ 22,597,083 Recognized gain on change in fair value 4,943,850 3,592,053 1,648,750 10,184,653 Fair value, September 30, 2021 $ 7,131,150 $ 5,181,280 $ 100,000 $ 12,412,430 |
Description of Organization a_2
Description of Organization and Business of Operations - Additional Information (Details) | Jul. 18, 2021USD ($)Tranches$ / sharesshares | Feb. 11, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Private$ / sharesshares | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Jan. 24, 2021$ / shares |
Organization And Basis Of Operations [Line Items] | |||||||||
Entity incorporation date | Oct. 29, 2020 | Oct. 29, 2020 | |||||||
Cash | $ 24,980 | $ 133,154 | $ 133,154 | ||||||
Working Capital Deficiency | $ 344,399 | ||||||||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Gross proceeds of shares issued | $ 345,000,000 | ||||||||
Purchase price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Proceeds from Private Placement Warrants | $ 9,400,000 | ||||||||
Initial public offering costs | $ 19,606,427 | ||||||||
Offering costs allocated to stockholders' equity | (18,855,685) | ||||||||
Offering costs allocated to derivative warrant liabilities | $ (750,743) | $ 0 | $ (750,743) | ||||||
Underwriters' deferred discount | $ 12,075,000 | ||||||||
Redeemable percentage of public shares | 100.00% | 100.00% | |||||||
Business combination maximum completion period | 24 months | 24 months | |||||||
Minimum required percentage of net assets held in trust account | 80.00% | 80.00% | |||||||
Minimum target percentage of outstanding voting securities | 50.00% | 50.00% | |||||||
Per unit value of initial public offering, including the proceeds of the private placement warrants, are held in a trust account | $ / shares | $ 10 | $ 10 | |||||||
Money market funds maturity period | 185 days | ||||||||
Minimum net tangible assets | $ 5,000,001 | 5,000,001 | $ 5,000,001 | ||||||
Maximum amount of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||
Residual assets remaining available for distribution price per share initially held in trust account | $ / shares | $ 10 | $ 10 | |||||||
Cash outside of trust account | 133,154 | $ 133,154 | |||||||
Protection of amount held in trust account description | In order to protect the amounts held in the Trust Account, the 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 other 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 | ||||||||
Working Capital Deficit | 1,211,058 | $ 1,211,058 | |||||||
Sponsor Support Agreement [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Number Of Equal Tranches | Tranches | 2 | ||||||||
Percentage Of Converted Shares Held By Sponsor | 10.00% | ||||||||
Founder Shares [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Initial public offering costs | 2,500,000 | ||||||||
Additional Offering Costs Incurred | 35,000 | ||||||||
Unsecured Promissory Note | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | |||||||
Note convertible price | $ / shares | $ 1.50 | $ 1.50 | |||||||
Unsecured Debt | $ 399,702 | $ 399,702 | |||||||
Unsecured Promissory Note | Subsequent Event | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | |||||||
Number of warrant holder to purchase share | shares | 1 | 1 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Note convertible price | $ / shares | $ 1.50 | $ 1.50 | |||||||
Class A Common Stock | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Number of warrant holder to purchase share | shares | 1 | 1 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||
Class A Common Stock | Merger Agreement [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 100,000,000 | ||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||
Class A Common Stock | Sponsor Support Agreement [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 407,000 | ||||||||
Class A Common Stock | Sponsor Support Agreement [Member] | Maximum [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 20 | ||||||||
Class A Common Stock | Sponsor Support Agreement [Member] | Minimum [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 15 | ||||||||
Class A Common Stock | Sponsor [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 1,000,000 | ||||||||
Class A Common Stock | Subsequent Event | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued, price per share | $ / shares | 10 | ||||||||
Purchase price of warrants | $ / shares | $ 11.50 | ||||||||
Initial Public Offering | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 34,500,000 | 34,500,000 | |||||||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||||
Gross proceeds of shares issued | $ 338,100,000 | ||||||||
Initial Public Offering | Class A Common Stock | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 30,000,000 | ||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||
Purchase price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Minimum restricted percentage on redemption of shares | 15.00% | 15.00% | |||||||
Over-allotments | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 4,500,000 | 4,500,000 | |||||||
Over-allotments | Class A Common Stock | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 34,500,000 | ||||||||
Private Placement Warrants | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Gross proceeds of shares issued | $ 6,900,000 | ||||||||
Number of private sales | Private | 2 | ||||||||
Number of warrants | shares | 6,266,667 | 6,266,667 | |||||||
Purchase price of warrants | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from Private Placement Warrants | $ 9,400,000 | ||||||||
Private Placement Warrants | Class A Common Stock | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 7,500,000 | ||||||||
Shares issued, price per share | $ / shares | $ 10 | ||||||||
Gross proceeds of shares issued | $ 75,000,000 | ||||||||
Fast Radius Capital Stock And Vested R S Us [Member] | Merger Agreement [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Number Of Equal Tranches | Tranches | 2 | ||||||||
Fast Radius Capital Stock And Vested R S Us [Member] | Class A Common Stock | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 5,000,000 | ||||||||
Fast Radius Capital Stock And Vested R S Us [Member] | Class A Common Stock | Merger Agreement [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued | shares | 10,000,000 | ||||||||
Fast Radius Capital Stock And Vested R S Us [Member] | Class A Common Stock | Merger Agreement [Member] | Maximum [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 20 | ||||||||
Fast Radius Capital Stock And Vested R S Us [Member] | Class A Common Stock | Merger Agreement [Member] | Minimum [Member] | |||||||||
Organization And Basis Of Operations [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 15 |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Restatement on Consolidated Financial Statement (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Feb. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 11, 2021 | Oct. 28, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock subject to possible redemption | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||||||
Additional paid-in capital | 1,362,100 | 1,362,100 | ||||||||
Accumulated deficit | $ (20) | $ (26,774,667) | (35,429,470) | (25,150,605) | (35,429,470) | $ (26,774,667) | (33,929,966) | |||
Total stockholders' (deficit) equity | $ 24,980 | (25,411,704) | (34,066,507) | (25,149,742) | (34,066,507) | (25,411,704) | (33,929,103) | $ 0 | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 7,500,000 | ||||||||
Earnings Per Share, Basic and Diluted | $ 0 | |||||||||
Offering costs | $ (18,855,685) | |||||||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 2,647,500 | $ 2,647,500 | ||||||||
Accretion of Class A Common Stock to redemption value (as restated) | $ (1,285,400) | $ (33,244,721) | ||||||||
Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock subject to possible redemption | 345,000,000 | 345,000,000 | ||||||||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | $ 0 | $ 0 | ||||||||
ClassA Common Stock Subject To Possible Redemption [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 34,500,000 | 18,783,333 | 26,685,083 | |||||||
Earnings Per Share, Basic and Diluted | $ (0.24) | $ 0.30 | $ (0.06) | |||||||
Accretion of Class A Common Stock to redemption value (as restated) | $ (1,285,400) | $ (33,244,721) | $ (34,530,121) | |||||||
Class A And B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | |||||||
Class B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,625,000 | 8,625,000 | 8,112,500 | 8,370,166 | 8,456,044 | |||||
Earnings Per Share, Basic and Diluted | $ 0.20 | $ (0.24) | $ 0.30 | $ (0.06) | $ 0.17 | |||||
Previously Reported [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock subject to possible redemption | $ 305,933,489 | $ 314,850,250 | $ 305,933,489 | 306,070,895 | ||||||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | 391 | 301 | 391 | |||||||
Additional paid-in capital | 10,278,770 | 10,278,770 | 5,749,492 | |||||||
Accumulated deficit | (5,280,021) | 4,998,844 | (5,280,021) | (750,742) | ||||||
Total stockholders' (deficit) equity | 5,000,003 | 5,000,008 | 5,000,003 | 5,000,002 | ||||||
Sale of Units in initial public offering, less fair value of public warrants | 332,119,425 | 332,119,425 | ||||||||
Offering costs | (35,641) | (18,855,685) | (18,891,326) | |||||||
Forward purchase agreement | (1,508,461) | (1,508,461) | ||||||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 1,397,741 | 1,397,741 | ||||||||
Change in value of common stock subject to possible redemption | $ 8,916,760 | 8,916,760 | ||||||||
Common stock subject to possible redemption | $ (314,850,250) | $ (314,850,250) | ||||||||
Previously Reported [Member] | Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | 389 | |||||||||
Previously Reported [Member] | ClassA Common Stock Subject To Possible Redemption [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 31,475,333 | 30,625,007 | 31,177,650 | |||||||
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | |||||||
Previously Reported [Member] | Class A And B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 11,649,667 | 10,754,314 | 11,692,516 | |||||||
Earnings Per Share, Basic and Diluted | $ (0.88) | $ 0.74 | $ (0.19) | |||||||
Previously Reported [Member] | Class B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | $ 0 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Common stock subject to possible redemption | $ 39,066,511 | $ 30,149,750 | $ 39,066,511 | 38,929,105 | ||||||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | (391) | (301) | (391) | |||||||
Additional paid-in capital | (8,916,670) | (8,916,670) | (5,749,492) | |||||||
Accumulated deficit | (30,149,451) | (30,149,449) | (30,149,451) | (33,179,224) | ||||||
Total stockholders' (deficit) equity | (39,066,512) | (30,149,750) | (39,066,512) | (38,929,105) | ||||||
Sale of Units in initial public offering, less fair value of public warrants | (332,119,425) | (332,119,425) | ||||||||
Offering costs | 35,641 | 18,855,685 | 18,891,326 | |||||||
Forward purchase agreement | 1,508,461 | 1,508,461 | ||||||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 1,249,759 | 1,249,759 | ||||||||
Change in value of common stock subject to possible redemption | $ (8,916,760) | (8,916,760) | ||||||||
Common stock subject to possible redemption | $ 314,850,250 | $ 314,850,250 | ||||||||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Stockholders' equity (deficit) Class A common stock - $0.0001 par value | $ (389) | |||||||||
Revision of Prior Period, Adjustment [Member] | ClassA Common Stock Subject To Possible Redemption [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 3,024,667 | (11,841,674) | (4,492,567) | |||||||
Earnings Per Share, Basic and Diluted | $ (0.24) | $ 0.30 | $ (0.06) | |||||||
Accretion of Class A Common Stock to redemption value (as restated) | $ (1,285,400) | $ (33,244,721) | $ (34,530,121) | |||||||
Revision of Prior Period, Adjustment [Member] | Class A And B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (11,649,667) | (10,754,314) | (11,692,516) | |||||||
Earnings Per Share, Basic and Diluted | $ 0.88 | $ (0.74) | $ 0.19 | |||||||
Revision of Prior Period, Adjustment [Member] | Class B Non Redeemable Common Stock [Member] | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,112,500 | 8,370,166 | ||||||||
Earnings Per Share, Basic and Diluted | $ (0.24) | $ 0.30 | $ (0.06) | |||||||
[1] | This number excludes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Restatement of Previously Iss_4
Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Restatement on Consolidated Financial Statement (Parenthetical) (Details) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common Class A [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Consolidated Financial Statements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Minimum Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 |
Assets | 346,145,481 | 346,145,481 | 394,359 |
Liabilities | 26,557,185 | 26,557,185 | $ 369,379 |
Operating Income (Loss) | (1,534,290) | (2,956,551) | |
Revision of Prior Period, Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | $ 0 | 0 | |
Operating Income (Loss) | $ 0 | ||
Common Class A [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | |
Minimum Net Tangible Assets | $ 5,000,001 | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Earnings Per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net Income | $ (20) | $ 8,654,803 | $ (10,278,865) | $ 8,028,639 | $ 6,404,577 | |
Weighted Average Share Outstanding | [1] | 7,500,000 | ||||
Basic and diluted net income per share | $ 0 | |||||
Redeemable Common Class A [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net Income | $ 6,923,842 | $ 4,970,883 | ||||
Weighted Average Share Outstanding | 34,500,000 | 29,318,681 | ||||
Basic and diluted net income per share | $ 0.20 | $ 0.17 | ||||
Non Redeemable Common Class B [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net Income | $ 1,730,961 | $ 1,433,694 | ||||
Weighted Average Share Outstanding | 8,625,000 | 8,456,044 | ||||
Basic and diluted net income per share | $ 0.20 | $ 0.17 | ||||
[1] | This number excludes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)Classessshares | Dec. 31, 2020USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash | $ 133,154 | $ 24,980 | ||
Cash equivalents | 0 | 24,980 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, accrued for interest and penalties | $ 0 | $ 0 | ||
Accretion Of Common Stock To Redemption Value | $ (1,285,400) | $ (33,244,721) | ||
Number Of Classes Of Shares | Classess | 2 | |||
Common Class B [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common stock shares subject to forfeiture | shares | 1,125,000 | |||
Class A Common Stock Subject To Possible Redemption [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Temporary Equity, Shares Subscribed but Unissued | shares | 34,500,000 | |||
Accretion Of Common Stock To Redemption Value | $ 34,530,121 | |||
Federal Depository Insurance Coverage | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk | 250,000 | $ 250,000 | ||
Fair Value Concentration Of Risk Maximum Amount Of Loss Member | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk | 0 | |||
Fair Value Concentration Of Risk Market Risk Management Value At Risk During Year Member | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of credit risk | $ 0 |
Proposed Public Offering - Addi
Proposed Public Offering - Additional Information (Details) - $ / shares | Feb. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 24, 2021 |
Subsidiary or Equity Method Investee [Line Items] | ||||
Shares issued, price per share | $ 10 | $ 10 | $ 10 | |
Purchase price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |
Initial Public Offering | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period new shares issued | 34,500,000 | 34,500,000 | ||
Shares issued, price per share | $ 10 | $ 10 | ||
Over-allotments | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period new shares issued | 4,500,000 | 4,500,000 | ||
Class A Common Stock | Initial Public Offering | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period new shares issued | 30,000,000 | |||
Shares issued, price per share | $ 10 | |||
Purchase price of warrants | $ 11.50 | $ 11.50 | ||
Class A Common Stock | Over-allotments | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period new shares issued | 34,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Jul. 18, 2021$ / sharesshares | Feb. 11, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2021USD ($)Private$ / sharesshares | Jan. 24, 2021$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||
Purchase price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||
Proceeds from Private Placement Warrants | $ | $ 9,400,000 | ||||
Class A Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of warrant holder to purchase share | shares | 1 | ||||
Initial Public Offering | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued | shares | 34,500,000 | 34,500,000 | |||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | |||
Initial Public Offering | Class A Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued | shares | 30,000,000 | ||||
Shares issued, price per share | $ / shares | $ 10 | ||||
Purchase price of warrants | $ / shares | $ 11.50 | $ 11.50 | |||
Over-allotments | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued | shares | 4,500,000 | 4,500,000 | |||
Over-allotments | Class A Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued | shares | 34,500,000 | ||||
Private Placement Warrants | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Purchase price of warrants | $ / shares | $ 1.50 | ||||
Number of private sales | Private | 2 | ||||
Number of warrants | shares | 6,266,667 | ||||
Proceeds from Private Placement Warrants | $ | $ 9,400,000 | ||||
Private Placement Warrants | Class A Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Shares issued | shares | 7,500,000 | ||||
Shares issued, price per share | $ / shares | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Jan. 24, 2021 | |
Private Placement [Line Items] | |||
Purchase price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
Proceeds from Private Placement Warrants | $ 9,400,000 | ||
Private Placement Warrants | |||
Private Placement [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 5,666,667 | ||
Purchase price of warrants | $ 1.50 | ||
Proceeds from Private Placement Warrants | $ 8,500,000 | ||
Private Placement Warrants | Common Class A [Member] | |||
Private Placement [Line Items] | |||
Purchase price of warrants | $ 11.50 | ||
Private Placement Warrants | Over-allotments option | |||
Private Placement [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 6,266,667 | ||
Proceeds from Private Placement Warrants | $ 9,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Feb. 11, 2021USD ($) | Jan. 26, 2021USD ($)shares | Dec. 23, 2020shares | Dec. 08, 2020USD ($)shares | Jan. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of shares issued | $ 345,000,000 | |||||||
Aggregate founder shares forfeited | shares | 1,125,000 | 1,125,000 | ||||||
Sale price of common stock per share | $ / shares | $ 12 | $ 12 | $ 12 | |||||
Sale of common stock per share trading days | 20 days | 20 days | ||||||
Trading day period | 30 days | 30 days | ||||||
Initial business combination period | 150 days | 150 days | ||||||
Maximum working capital loans convertible into warrants | $ 1,500,000 | |||||||
Working capital loans convertible price per warrant | $ / shares | $ 1.50 | |||||||
Borrowings under working capital loans | $ 0 | |||||||
Payment made to an affiliate of sponsor | $ 10,000 | |||||||
Amount payable to sponsor for reimbursement miscellaneous expenses | $ 0 | 0 | ||||||
Unsecured Debt [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | ||||||
Note convertible price | $ / shares | $ 1.50 | $ 1.50 | ||||||
Debt Instrument, Collateral Amount | $ 399,702 | $ 399,702 | ||||||
Energy Capital Partners Management, LP | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, agreed loan amount | $ 300,000 | |||||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to administrative support services | 30,000 | 77,143 | ||||||
Expenses related to administrative support services included in accounts payable | 0 | $ 10,000 | $ 10,000 | |||||
Payment made to an affiliate of sponsor | $ 10,000 | |||||||
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reverse stock split, description | 6-for-5 reverse stock split | 6-for-5 reverse stock split | ||||||
Common stock, shares outstanding | shares | 8,625,000 | 8,625,000 | 8,625,000 | |||||
Stock split ratio | 0.833 | |||||||
Class B Common Stock | Tracy McKibben | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred to founder by sponsor | shares | 35,000 | |||||||
Class B Common Stock | Kathryn E. Coffey | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred to founder by sponsor | shares | 35,000 | |||||||
Class B Common Stock | Richard Burke | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred to founder by sponsor | shares | 35,000 | |||||||
Class B Common Stock | David Lockwood | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred to founder by sponsor | shares | 35,000 | |||||||
Class B Common Stock | Founder Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of shares issued | $ 25,000 | |||||||
Shares issued | shares | 8,625,000 | |||||||
Reverse stock split, description | 6-for-5 reverse stock split | 6-for-5 reverse stock split | ||||||
Common stock, shares outstanding | shares | 8,625,000 | 7,187,500 | ||||||
Stock split ratio | 0.833 | |||||||
Percentage of common stock issued and outstanding | 20.00% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) | Feb. 11, 2021 | Jan. 24, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Jul. 18, 2021 |
Commitments And Contingencies [Line Items] | ||||||
Percentage of payments holders entitled | 2.00% | 2.00% | ||||
Registration default percentage per month | 2.00% | 2.00% | ||||
Purchase price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Proceeds from issuance of initial public offering | $ 338,100,000 | |||||
Offering costs related to fair value instrument of founder shares transferred to sponsor | $ 0 | $ 1,249,759 | ||||
Underwriters Agreement | ||||||
Commitments And Contingencies [Line Items] | ||||||
Deferred Fee Per Unit | $ 0.35 | $ 0.35 | ||||
Deferred Fee Amount | $ 12,075,000 | $ 12,075,000 | ||||
Class B Common Stock | GSAM Client [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Sale of stock shares percentage to the sponsor | 9.90% | |||||
Proceeds from issuance of initial public offering | $ 29,700,000 | |||||
Percentage of shares forfeited by sponsor | 50.00% | |||||
Forward Purchase Agreement | Goldman Sachs Asset Management, L.P. | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of units issuable under forward purchase agreement | 5,000,000 | |||||
Number of shares consist of forward purchase unit | 1 | |||||
Number of warrants consist of forward purchase unit | 0.25 | |||||
Forward purchase units issuable price per share | $ 10 | |||||
Forward purchase units aggregate maximum amount issuable | $ 50,000,000 | |||||
Number of warrant holder to purchase share | 1 | |||||
Minimum threshold amount to purchase in forward purchase units | $ 2,500,000 | |||||
Number of shares transferred to founder by sponsor | 345,000 | |||||
Offering costs related to fair value instrument of founder shares transferred to sponsor | $ 1,250,000 | |||||
Number of shares forfeit and return to sponsor by founder | 172,500 | |||||
Number of shares forfeit and return to sponsor by founder based on sponsor owned number of shares less than number of public shares purchased at closing of initial public offering | 172,500 | |||||
Reduction Of Temporary Equity Offering Costs Fair Value Measurement | $ 1,200,000 | |||||
Forward Purchase Agreement | Goldman Sachs Asset Management, L.P. | Minimum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of units issuable under forward purchase agreement | 2,500,000 | |||||
Forward Purchase Agreement | Goldman Sachs Asset Management, L.P. | Side Letter [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of units issuable under forward purchase agreement | 2,500,000 | |||||
Forward purchase units issuable price per share | $ 10 | |||||
Forward purchase units aggregate amount issuable | $ 25,000,000 | |||||
Over-allotments | ||||||
Commitments And Contingencies [Line Items] | ||||||
Additional units purchased on pro rata basis | 4,500,000 | 4,500,000 | ||||
Underwriters exercised over allotment purchasing units | 4,500,000 | 4,500,000 | ||||
Over-allotments | Underwriters Agreement | ||||||
Commitments And Contingencies [Line Items] | ||||||
Underwriters commission percentage | 5.50% | |||||
Underwriters commission paid In cash percentage | 2.00% | |||||
Deferred commission percentage | 3.50% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - $ / shares | 2 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Jan. 24, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Number of fractional shares issued upon exercise of public warrant | 0 | 0 | |
Warrants exercisable period after completion of business combination | 30 days | 30 days | |
Warrants exercisable period from closing of initial public offering | 12 months | 12 months | |
Maximum number of business days after closing of initial business combination to file with SEC and have an effective registration statement. | 20 days | 20 days | |
Purchase price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | 5 years | |
Warrants will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | ||
Class A Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Maximum effective issue price to closing of business combination | $ 9.20 | $ 9.20 | |
Minimum percentage of total equity proceeds from issuances | 60.00% | 60.00% | |
Number of trading days period starting on trading day prior to date on which company consummates initial business combination | 20 days | 20 days | |
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115.00% | 115.00% | |
Number of trading days ending on third trading day prior to date on which notice of redemption sent to holders of warrants | 10 days | 10 days | |
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 18 | |||
Class Of Warrant Or Right [Line Items] | |||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 180.00% | ||
Redemption of warrants price per share | $ 18 | $ 18 | |
Redemption price per warrant | $ 0.01 | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | 20 days | |
Warrants redemption covenant threshold consecutive trading days | 30 days | 30 days | |
Period of availability of current prospectus throughout redemption | 30 days | 30 days | |
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 10 | |||
Class Of Warrant Or Right [Line Items] | |||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 180.00% | ||
Redemption of warrants price per share | $ 10 | $ 10 | |
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |
Adjusted last reported sale price per share on trading day | $ 10 | $ 10 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | Jan. 26, 2021shares | Dec. 23, 2020shares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Jan. 24, 2021$ / shares |
Class Of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Number of fractional shares issued upon exercise of public warrant | 0 | 0 | |||||
Warrants exercisable period after completion of business combination | 30 days | 30 days | |||||
Warrants exercisable period from closing of initial public offering | 12 months | 12 months | |||||
Maximum number of business days after closing of initial business combination to file with SEC and have an effective registration statement. | 20 days | 20 days | |||||
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | 5 years | |||||
Purchase price of warrants | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Class A Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote for each share | one vote for each share | |||||
Common stock, shares issued | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 0 | |||||
Common stock, shares subject to possible redemption | 34,500,000 | ||||||
Common stock shares subject to forfeiture | 34,500,000 | ||||||
Maximum effective issue price to closing of business combination | $ / shares | $ 9.20 | $ 9.20 | |||||
Minimum percentage of total equity proceeds from issuances | 60.00% | 60.00% | |||||
Number of trading days period starting on trading day prior to date on which company consummates initial business combination | 20 days | 20 days | |||||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115.00% | 115.00% | |||||
Number of trading days ending on third trading day prior to date on which notice of redemption sent to holders of warrants | 10 days | 10 days | |||||
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 18 | |||||||
Class Of Stock [Line Items] | |||||||
Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | |||||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 180.00% | ||||||
Redemption of warrants price per share | $ / shares | $ 18 | $ 18 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |||||
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | $ 18 | |||||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | |||||
Warrants redemption covenant threshold consecutive trading days | 30 days | 30 days | |||||
Period of availability of current prospectus throughout redemption | 30 days | 30 days | |||||
Class A Common Stock | Redemption of Warrants When Price Per Share Equals or Exceeds 10 | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 180.00% | ||||||
Redemption of warrants price per share | $ / shares | $ 10 | $ 10 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |||||
Adjusted last reported sale price per share on trading day | $ / shares | $ 10 | $ 10 | |||||
Class B Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | each share of common stock entitling the holder to one vote | ||||||
Common stock, shares issued | 8,625,000 | 8,625,000 | |||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | |||||
Reverse stock split, description | 6-for-5 reverse stock split | 6-for-5 reverse stock split | |||||
Stock split ratio | 0.833 | ||||||
Common stock, conversion of shares | one-for-one basis | one-for-one basis | |||||
Percentage of shares outstanding upon conversion | 20.00% | 20.00% | |||||
Common stock shares subject to forfeiture | 1,125,000 | ||||||
Class B Common Stock | Founder Shares | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 8,625,000 | 7,187,500 | |||||
Reverse stock split, description | 6-for-5 reverse stock split | 6-for-5 reverse stock split | |||||
Stock split ratio | 0.833 | ||||||
Stock split ratio, description | 5-for-6 split | ||||||
Percentage of common stock issued and outstanding | 20.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Level 1 | Money Market Funds | Marketable Securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Investment, Fair Value | $ 345,026,384 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Derivative liabilities: | |
Total Derivative liabilities | $ 12,412,430 |
Public Warrants | |
Derivative liabilities: | |
Total Derivative liabilities | 7,131,150 |
Private Placement Warrants | |
Derivative liabilities: | |
Total Derivative liabilities | 5,181,280 |
Forward Purchase Agreement | |
Derivative liabilities: | |
Total Derivative liabilities | 100,000 |
Level 1 | |
Derivative liabilities: | |
Total Derivative liabilities | 7,131,150 |
Level 1 | Public Warrants | |
Derivative liabilities: | |
Total Derivative liabilities | 7,131,150 |
Level 2 | |
Derivative liabilities: | |
Total Derivative liabilities | 5,181,280 |
Level 2 | Private Placement Warrants | |
Derivative liabilities: | |
Total Derivative liabilities | 5,181,280 |
Level 2 | Forward Purchase Agreement | |
Derivative liabilities: | |
Total Derivative liabilities | 0 |
Level 3 | |
Derivative liabilities: | |
Total Derivative liabilities | 100,000 |
Level 3 | Forward Purchase Agreement | |
Derivative liabilities: | |
Total Derivative liabilities | $ 100,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Public warrants threshold waiting period | 52 days | |
Sale of stock, price per share | $ 12 | $ 12 |
Forward purchase Agreement | ||
Sale of stock, price per share | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Warrants (Details) - Warrant - USD ($) | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of liability, beginning balance | $ 23,747,676 | $ 22,597,083 | ||
Recognized gain on change in fair value | 9,055,313 | 10,184,653 | $ (7,904,720) | |
Fair value of liability, ending balance | 14,692,363 | 12,412,430 | 22,597,083 | |
Public Warrant Liability | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of liability, beginning balance | $ 12,880,575 | 12,075,000 | 7,927,238 | |
Recognized gain on change in fair value | 4,953,337 | 4,943,850 | (4,147,762) | |
Fair value of liability, ending balance | $ 7,927,238 | 7,131,150 | 12,075,000 | |
Private Warrant Liability | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of liability, beginning balance | 9,358,640 | 8,773,333 | ||
Recognized gain on change in fair value | 3,598,947 | 3,592,053 | (3,013,640) | |
Fair value of liability, ending balance | 5,759,693 | 5,181,280 | 8,773,333 | |
Forward purchase Agreement | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value of liability, beginning balance | 1,508,461 | 1,748,750 | ||
Recognized gain on change in fair value | 503,029 | 1,648,750 | (743,318) | |
Fair value of liability, ending balance | $ 1,005,432 | $ 100,000 | $ 1,748,750 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 26, 2021 | Jan. 27, 2021 | Jan. 24, 2021 | Dec. 27, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Feb. 11, 2021 | Jan. 26, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Shares issued, price per share | $ 10 | $ 10 | $ 10 | ||||||
Class of warrants exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Class B Common Stock | GSAM Client [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of shares forfeited by sponsor | 50.00% | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Long term debt gross | $ 499,700 | $ 100,000 | |||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Fast Radius [Member] | Prior to OctoberTwenty Six Two Thousand and Twenty Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument Percentage of Convertible Conversion Price | 90.00% | ||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Fast Radius [Member] | On or After OctoberTwenty Six Two Thousand and Twenty Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument Percentage of Convertible Conversion Price | 80.00% | ||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | Fast Radius [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument principal amount | $ 7,000,000 | ||||||||
Debt instrument maturity date | Oct. 26, 2023 | ||||||||
Det instrument stated percentage | 6.00% | ||||||||
Cumulative aggregate gross proceeds on sale of preferred equity | $ 40,000,000 | ||||||||
Note purchase agreement cash payment basis | ECP Holdings will be entitled to a cash payment equal to the greater of (A) two times the outstanding principal amount of the ECP Note plus all accrued and unpaid interest and (B) the amount that would be received in such Acquisition transaction if the outstanding principal amount of the ECP Note, plus all accrued and unpaid interest, were converted into Fast Radius common equity immediately prior to the closing of such Acquisition at the applicable conversion price. | ||||||||
Subsequent Event [Member] | GSAM Client [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Minimum purchase commitment for not to forfeit shares | $ 25,000,000 | ||||||||
Subsequent Event [Member] | Class A Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, price per share | $ 10 | ||||||||
Class of warrants exercise price per share | $ 11.50 | ||||||||
Subsequent Event [Member] | Class B Common Stock | GSAM Client [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of shares forfeited by sponsor | 50.00% | ||||||||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | GSAM Client [Member] | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Long term purchase commitment amount | $ 50,000,000 | ||||||||
Subsequent Event [Member] | Founder Shares | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares outstanding | 8,625,000 | ||||||||
Line of credit maximum borrowing capacity | $ 300,000 | ||||||||
Line of credit | $ 166,238 | ||||||||
Line of credit facility terms | The entire unpaid principal balance under the promissory note will be payable on the earlier of (i) December 31, 2021 or (ii) the date on which the Company consummates an initial public offering of its securities. |