Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 23, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40087 | |
Entity Registrant Name | Property Solutions Acquisition Corp. II | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3851769 | |
Entity Address, Address Line One | 654 Madison Avenue, Suite 1009 | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 646 | |
Local Phone Number | 502-9845 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001833235 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share ofClass A common stock, and one-fourth of one Warrant to acquire oneshare of Class A common stock | |
Trading Symbol | PSAGU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | PSAG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 32,839,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrantexercisable for one share of Class Acommon stock at an exercise price of $11.50 | |
Trading Symbol | PSAGW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,925,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,431,149 | $ 165,000 |
Prepaid expenses | 397,785 | 0 |
Total Current Assets | 1,828,934 | 165,000 |
Deferred offering costs | 0 | 193,118 |
Marketable securities held in Trust Account | 317,004,976 | 0 |
TOTAL ASSETS | 318,833,910 | 358,118 |
Current Liabilities | ||
Accrued expenses | 470,376 | 1,540 |
Accrued offering costs | 476,535 | 133,118 |
Promissory note - related party | 0 | 200,000 |
Total Current Liabilities | 946,911 | 334,658 |
Warranty Liability | 6,751,843 | 0 |
Deferred underwriting fee payable | 11,095,000 | 0 |
Total Liabilities | 18,793,754 | 334,658 |
Commitments | ||
Class A common stock, $0.0001 par value, subject to possible redemption, 29,504,015 and no shares at redemption value of $10.00 and $0.00 at March 31, 2021 and December 31, 2020, respectively | 295,040,150 | 0 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 5,396,752 | 24,137 |
Accumulated deficit | (397,872) | (1,540) |
Total Stockholders' Equity | 5,000,006 | 23,460 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 318,833,910 | 358,118 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | 333 | 0 |
Total Stockholders' Equity | 333 | 0 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | 793 | 863 |
Total Stockholders' Equity | $ 793 | $ 863 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 3,334,985 | 0 |
Common shares, shares outstanding | 3,334,985 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 29,504,015 | 0 |
Purchase price, per unit | $ 10 | $ 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 7,925,000 | 8,625,000 |
Common shares, shares outstanding | 7,925,000 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating and formation expenses | $ 486,566 |
Loss from operations | (486,566) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 4,976 |
Change in fair value of warrant liability | 488,085 |
Transaction costs allocable to warrant liability | (402,827) |
Other income, net | 90,234 |
Net loss | $ (396,332) |
Common Stock | |
Other income: | |
Basic and diluted weighted average shares outstanding | shares | 8,461,051 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.05) |
Class A Common Stock Subject to Redemption | |
Other income: | |
Basic and diluted weighted average shares outstanding | shares | 29,503,366 |
Basic and diluted net income (loss) per share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Other income: | |
Basic and diluted weighted average shares outstanding | shares | 8,461,051 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.05) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 863 | $ 24,137 | $ (1,540) | $ 23,460 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 8,625,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Representative Shares | $ 30 | 840 | 0 | $ 870 | |
Issuance of Representative Shares (in shares) | 300,000 | 300,000 | |||
Sale of 31,700,000 Units, net of underwriting discounts | $ 3,170 | 292,205,256 | 0 | $ 292,208,426 | |
Sale of 31,700,000 Units, net of underwriting discounts (in shares) | 31,700,000 | 31,700,000 | |||
Sale of 839,000 Private Placement Units | $ 84 | 8,203,648 | 0 | $ 8,203,732 | |
Sale of 839,000 Private Placement Units (in shares) | 839,000 | ||||
Common stock subject to possible redemption | $ (2,951) | (295,037,199) | 0 | (295,040,150) | |
Common stock subject to possible redemption (in shares) | (29,504,015) | ||||
Forfeiture of Founder Shares | $ (70) | 70 | 0 | ||
Forfeiture of Founder Shares (in Shares) | (700,000) | ||||
Net loss | 0 | (396,332) | (396,332) | ||
Balance at the end at Mar. 31, 2021 | $ 333 | $ 793 | $ 5,396,752 | $ (397,872) | $ 5,000,006 |
Balance at the end (in shares) at Mar. 31, 2021 | 3,334,985 | 7,925,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Mar. 12, 2021 | Mar. 31, 2021 |
Sale of Units, net of underwriting discounts (in shares) | 31,700,000 | |
Over-allotment option | ||
Sale of Units, net of underwriting discounts (in shares) | 1,700,000 | |
Private Placement | Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 839,000 | |
Class A Common Stock | ||
Sale of Units, net of underwriting discounts (in shares) | 31,700,000 | |
Class A Common Stock | Private Placement | Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 1 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (396,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (4,976) |
Change in fair value of warrant liabilities | (488,085) |
Offering cost allocable to warrant liabilities | 402,827 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (397,785) |
Accrued expenses | 468,836 |
Net cash used in operating activities | (415,515) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (317,000,000) |
Net cash used in investing activities | (317,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 310,660,000 |
Proceeds from sale of Private Placement Warrants | 8,390,000 |
Proceeds from issuance of Representative Shares | 870 |
Repayment of promissory note-related party | (200,000) |
Payment of offering costs | (169,206) |
Net cash provided by financing activities | 318,681,664 |
Net Change in Cash | 1,266,149 |
Cash - Beginning of period | 165,000 |
Cash - End of period | 1,431,149 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 347,117 |
Initial classification of Class A common stock subject to possible redemption | 295,033,660 |
Change in value of Class A common stock subject to possible redemption | 6,490 |
Deferred underwriting fee payable | $ 11,095,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Property Solutions Acquisition Corp. II (the "Company") was incorporated in Delaware on October 29, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the "Business Combination"). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company's formation, initial public offering ("Proposed Public Offering"), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 805,000 units (the "Private Placement Units") at a price of $10.00 per Private Placement Unit in a private placement to Property Solutions Acquisition Sponsor II, LLC (the "Sponsor")and EarlyBirdCapital,Inc. ("EarlyBirdCapital"), generating gross proceeds of $8,050,000, which is described in Note 5. On March 12, 2021, the underwriters partially exercised their over-allotment option (see Note 4), resulting in an additional 1,700,000 Units issued for an aggregate amount of $17,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 34,000 Private Placement Units at $10.00 per Private Placement Units, generating total proceeds of $340,000 (see Note 5). Transaction costs amounted to $18,140,741, consisting of $6,340,000 of underwriting fees, $11,095,000 of deferred underwriting fees and $705,741 of other offering costs. Following the closing of the Initial Public Offering on March 8, 2021 and the partial exercise of the underwriter’s over-allotment option on March 12, 2021, an amount of $317,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the "public stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, 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 Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (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 containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 5), Representative Shares (as defined in Note 7), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Proposed Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation 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 Public Shares in conjunction with any such amendment. The Company will have until March 8, 2023 to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and EarlyBirdCapital have agreed to waive their liquidation rights with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or EarlyBirdCapital acquire Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within 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 Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | 3 Months Ended |
Mar. 31, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 8, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously As Reported Adjustments Revised Balance sheet as of March 8, 2021 (audited) Warrant Liability $ — $ 6,854,113 $ 17,856,753 Class A Common Stock Subject to Possible Redemption 285,868,580 (6,854,110) 279,014,470 Class A Common Stock 252 69 321 Additional Paid-in Capital 5,000,434 382,756 5,383,190 Accumulated Deficit (1,540) (382,828) (384,368) Total Stockholders’ Equity 5,000,009 (3) 5,000,006 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 revenues and 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses, if any, recognized through the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Warrants are valued using a binomial lattice model. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption 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 stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly , at March 8, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and 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 Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, primarily due to the valuation allowance recorded on the Company's net operating losses. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At March 31, 2021, weighted average shares were reduced for the effect of an aggregate of 425,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 8,143,250 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,631 Less: interest available to be withdrawn for payment of taxes (4,631) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 29,503,366 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (396,332) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (396,332) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,461,051 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.05) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, excluding the Warrant liability (see Note 10). Recent Accounting Standards In August 2020. The FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”) The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 31,700,000 Units, inclusive of 1,700,000 Units sold to the underwriters on March 12, 2021 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 805,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement. The Sponsor purchased 655,000 Private Placement Units and EarlyBirdCapital purchased 150,000 Private Placement Units. The Sponsor has agreed to purchase up to an additional 67,500 Private Placement Units and EarlyBirdCapital has agreed to purchase up to an additional 22,500 Private Placement Units if the over-allotment option is exercised in full. On March 12, 2021, the Sponsor and EarlyBirdCapital purchased 34,000 Private Placement Units for an additional aggregate purchase price of $340,000 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Unit consists of one share of Class A common stock (“Private Share”) and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On February 4, 2021, the Company effectuated a 1:1.25 stock split of its Class B common stock and on March 3, 2021, the Company effectuated a 1.2 stock split of its Class B common stock, which resulted in an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares include an aggregate of up to 700,000 shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option (see Note 8), so that the Sponsor and the Company’s independent directors will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 425,000 Founder Shares are no longer subject to forfeiture and 700,000 Founder Shares were forfeited resulting in an aggregate of 7,925,000 Founder Shares outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property Administrative Services Agreement The Company agreed, commencing on March 3, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Company’s executive officers a total of $10,000 per month for office space and general and administrative services. For the three months ended March 31, 2021, the Company incurred $10,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On November 10, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021, (ii) the consummation of the Initial Public Offering or (ii) the date on which the Company determines not to proceed with the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was no and $200,000 outstanding under the Promissory Note. The outstanding amount of $200,000 was repaid at the closing of the Initial Public Offering on March 8, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 3, 2021, the holders of the Founder Shares and Representative Shares, as well as the holders of the Private Placement Units and any units that may be issued in payment of Working Capital Loans made to the Company, have registration rights to require the Company to register for resale of any of the Company’s securities held by them. The holder of these securities and the Sponsor are entitled to make unlimited demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Proposed Public Offering. In addition, EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights and stockholder agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. As a result of On March 8, 2021, the underwriter’s election to partially exercise the over-allotment option to purchase an additional 1,700,000 Units and forfeited their option to purchase and additional 2,800,000 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At March 8, 2021, there were no shares of preferred stock issued or outstanding. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021, there were 3,334,985 shares of Class A common stock issued and outstanding, excluding 29,504,015 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 7,925,000 and 8,625,000 shares of common stock issued and outstanding . Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of 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 sixtieth day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of our shares of Class A common stock (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; ● if, and only if, the Private Placement Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30- day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates 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 (i) the Market Value and (ii) the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 will and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers 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. Representative Shares The Company issued 300,000 shares of common stock (the “Representative Shares”) to the designees of EarlyBirdCapital for an aggregate purchase price of $870. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of the Representative Shares to be $3,000,000, based upon the price of the Units sold in the Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, March 8, Description Level 2021 2021 Assets: Marketable securities held in Trust Account 1 $ 317,004,976 $ 317,000,000 Liabilities: Warrant Liability - Private Placement Warrants 3 $ 174,093 $ 186,678 Warrant Liability - Public Warrants 1 6,577,750 7,053,250 The Public Warrants and Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. Initial Measurement The Company established the initial fair value for the Public and Private Placement Warrants on March 8, 2021, the date of the Company’s Initial Public Offering, using a binomial lattice model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial lattice model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: March 8, 2021 (Initial Input Measurement) Risk-free interest rate 0.94 % Effective expiration date 7/23/2026 One-touch hurdle $ 18.13 Dividend yield 0.00 % Expected volatility 14.8 % Exercise price $ 11.50 Unit Price $ 9.78 On March 8, 2021, the Public Warrants and Private Placement Warrants were determined to be $0.89 per warrant for aggregate values of $7.1 million and $0.19 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants was calculated using a Black Scholes model which is considered a Level 3 measurement. The key inputs into the binomial lattice model for the Private Placement Warrants were as follows at March 31, 2021: Input Risk-free interest rate 0.99 % Effective expiration date 7/23/2026 One-touch hurdle $ 18.12 Dividend yield 0.00 % Expected volatility 14.8 % Exercise price $ 11.50 Unit Price $ 9.63 As of March 31, 2021, the aggregate values of the Private Placement Warrants were $0.17 million. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrant Liability Fair value as of January 1, 2021 $ — Initial measurement on March 8, 2021 (IPO) 6,854,113 Initial measurement on March 12, 2021 (Over allotment) 385,815 Change in valuation inputs or other assumptions (488,085) Fair value as of March 31, 2021 $ 6,751,843 There were $6,577,750 of transfers out of Level 3 into other levels in the fair value hierarchy during the three months ended March 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 | Use of Estimates The preparation of the condensed 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 revenues and 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 | 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses, if any, recognized through the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Warrants are valued using a binomial lattice model. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption 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 stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly , at March 8, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and 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 Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, primarily due to the valuation allowance recorded on the Company's net operating losses. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At March 31, 2021, weighted average shares were reduced for the effect of an aggregate of 425,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 8,143,250 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,631 Less: interest available to be withdrawn for payment of taxes (4,631) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 29,503,366 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (396,332) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (396,332) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,461,051 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.05) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, excluding the Warrant liability (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020. The FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt –debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”) The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | |
Schedule of effect of the revision on financial statement | As Previously As Reported Adjustments Revised Balance sheet as of March 8, 2021 (audited) Warrant Liability $ — $ 6,854,113 $ 17,856,753 Class A Common Stock Subject to Possible Redemption 285,868,580 (6,854,110) 279,014,470 Class A Common Stock 252 69 321 Additional Paid-in Capital 5,000,434 382,756 5,383,190 Accumulated Deficit (1,540) (382,828) (384,368) Total Stockholders’ Equity 5,000,009 (3) 5,000,006 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation of Net Loss per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,631 Less: interest available to be withdrawn for payment of taxes (4,631) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 29,503,366 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (396,332) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (396,332) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 8,461,051 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.05) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, March 8, Description Level 2021 2021 Assets: Marketable securities held in Trust Account 1 $ 317,004,976 $ 317,000,000 Liabilities: Warrant Liability - Private Placement Warrants 3 $ 174,093 $ 186,678 Warrant Liability - Public Warrants 1 6,577,750 7,053,250 |
Schedule of initial and subsequent measurement of key inputs | The key inputs into the binomial lattice model for the Public Warrants and Private Placement Warrants were as follows at initial measurement: March 8, 2021 (Initial Input Measurement) Risk-free interest rate 0.94 % Effective expiration date 7/23/2026 One-touch hurdle $ 18.13 Dividend yield 0.00 % Expected volatility 14.8 % Exercise price $ 11.50 Unit Price $ 9.78 The key inputs into the binomial lattice model for the Private Placement Warrants were as follows at March 31, 2021: Input Risk-free interest rate 0.99 % Effective expiration date 7/23/2026 One-touch hurdle $ 18.12 Dividend yield 0.00 % Expected volatility 14.8 % Exercise price $ 11.50 Unit Price $ 9.63 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Warrant Liability Fair value as of January 1, 2021 $ — Initial measurement on March 8, 2021 (IPO) 6,854,113 Initial measurement on March 12, 2021 (Over allotment) 385,815 Change in valuation inputs or other assumptions (488,085) Fair value as of March 31, 2021 $ 6,751,843 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Mar. 12, 2021USD ($)$ / sharesshares | Mar. 08, 2021USD ($)$ / sharesshares | Oct. 29, 2020item | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 31,700,000 | ||||
Proceeds from sale of Private Placement Warrants | $ 8,390,000 | ||||
Units issued aggregate amount | 292,208,426 | ||||
Transaction Costs | 18,140,741 | ||||
Underwriting fees | 6,340,000 | ||||
Deferred underwriting fee payable | 11,095,000 | $ 0 | |||
Other offering costs | 705,741 | ||||
Cash held outside the Trust Account | 1,431,149 | $ 165,000 | |||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Payments for investment of cash in Trust Account | $ 317,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Redemption period upon closure | 10 days | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 31,700,000 | 30,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 300,000,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 340,000 | ||||
Sale of an additional Private Placement Units | shares | 34,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 839,000 | ||||
Private Placement | Early Bird Capital | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 805,000 | ||||
Price of warrant | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ 8,050,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 1,700,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Units issued aggregate amount | $ 17,000,000 | ||||
Payments for investment of cash in Trust Account | $ 317,000,000 |
REVISION OF PREVIOUSLY ISSUED_3
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT - Additional Information (Details) | Mar. 31, 2021 |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | |
Percentage of holding outstanding single class of shares as per warrant agreement | 50.00% |
REVISION OF PREVIOUSLY ISSUED_4
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Details) - USD ($) | Mar. 31, 2021 | Mar. 08, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warranty Liability | $ 6,751,843 | $ 17,856,753 | $ 0 |
Class A common stock subject to possible redemption | 295,040,150 | 279,014,470 | 0 |
Class A Common Stock | 321 | ||
Additional paid-in capital | 5,396,752 | 5,383,190 | 24,137 |
Accumulated deficit | (397,872) | (384,368) | (1,540) |
Total Stockholder's Equity | $ 5,000,006 | 5,000,006 | $ 23,460 |
Reclassification of Warrant as Derivative Liabilities | As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | 285,868,580 | ||
Class A Common Stock | 252 | ||
Additional paid-in capital | 5,000,434 | ||
Accumulated deficit | (1,540) | ||
Total Stockholder's Equity | 5,000,009 | ||
Reclassification of Warrant as Derivative Liabilities | Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warranty Liability | 6,854,113 | ||
Class A common stock subject to possible redemption | (6,854,110) | ||
Class A Common Stock | 69 | ||
Additional paid-in capital | 382,756 | ||
Accumulated deficit | (382,828) | ||
Total Stockholder's Equity | $ (3) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash equivalents | $ 0 | $ 0 |
Assets held in the Trust Account | 317,004,976 | 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Statutory tax rate (as a percent) | 21.00% | |
Shares subject to forfeiture | 425,000 | |
Purchase of aggregate shares | 8,143,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (396,332) |
Non-Redeemable Net Loss | (396,332) |
Class A Common Stock Subject to Redemption | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | 4,631 |
Less: interest available to be withdrawn for payment of taxes | $ (4,631) |
Denominator: Weighted Average | |
Basic and diluted weighted average shares outstanding | shares | 29,503,366 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Denominator: Weighted Average | |
Basic and diluted weighted average shares outstanding | shares | 8,461,051 |
Basic and diluted net income per share | $ / shares | $ (0.05) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 31,700,000 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 31,700,000 | ||
Number of shares in a unit | 1 | 1 | |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.25 | 1 | |
Number of shares issuable per warrant | 0.2 | ||
Public Warrants | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 31,700,000 | 30,000,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,700,000 | ||
Purchase price, per unit | $ 10 | ||
Partial exercise of the underwriter's over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 1,700,000 | ||
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 8,390,000 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | 1 | |
Private Placement | Private Placement Units | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Private Placement | Redeemable Private Placement Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.25 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 839,000 | ||
Private Placement | Private Placement Warrants | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Sponsor and EarlyBirdCapital | Partial exercise of the underwriter's over-allotment option | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 34,000 | ||
Aggregate purchase price | $ 340,000 | ||
Sponsor and EarlyBirdCapital | Private Placement | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 805,000 | ||
Price of warrants | $ 10 | ||
Sponsor | Over-allotment option | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 67,500 | ||
Sponsor | Private Placement | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 655,000 | ||
EarlyBirdCapital,Inc. | Over-allotment option | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 22,500 | ||
EarlyBirdCapital,Inc. | Private Placement | Private Placement Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares | 150,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 03, 2021shares | Feb. 04, 2021 | Nov. 10, 2020USD ($)shares | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | |||||
Number of shares issued | 300,000 | ||||
Aggregate purchase price | $ | $ 870 | ||||
Shares subject to forfeiture | 425,000 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Aggregate shares outstanding | 7,925,000 | 8,625,000 | |||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 300,000 | ||||
Aggregate purchase price | $ | $ 30 | ||||
Aggregate shares outstanding | 3,334,985 | 0 | |||
Founder Shares | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Stock split ratio | 1.2 | 1.25 | |||
Aggregate shares outstanding | 8,625,000 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 700,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Aggregate shares outstanding | 7,925,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Founder Shares | Sponsor | Partial exercise of the underwriter's over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Maximum shares subject to forfeiture | 700,000 | ||||
Number of shares no longer subject to forfeiture | 425,000 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Founder Shares | Sponsor | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Mar. 08, 2021 | Mar. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 10, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 200,000 | ||||
Administrative Service Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | 0 | $ 200,000 | |||
Repayment of promissory note - related party | $ 200,000 | ||||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 10 | ||||
Accounts payable and accrued expenses | Administrative Service Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred and paid | $ 10,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 08, 2021shares | Mar. 31, 2021USD ($)itemD$ / sharesshares |
Maximum number of demands for registration of securities | item | 1 | |
Underwriting agreement option period granted | D | 45 | |
Number of shares granted to underwriters | 2,800,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Aggregate deferred underwriting fee payable | $ | $ 10,500,000 | |
Over-allotment option | ||
Number of shares granted to underwriters | 4,500,000 | |
Aggregate deferred underwriting fee payable | $ | $ 12,075,000 | |
Partial exercise of the underwriter's over-allotment option | ||
Number of shares granted to underwriters | 1,700,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) - $ / shares | Mar. 31, 2021 | Mar. 08, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 3,334,985 | 0 |
Common shares, shares outstanding (in shares) | 3,334,985 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 29,504,015 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 7,925,000 | 8,625,000 |
Common shares, shares outstanding (in shares) | 7,925,000 | 8,625,000 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)Ditem$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Shares subject to forfeiture | shares | 425,000 |
Issuance of Representative Shares (in shares) | shares | 300,000 |
Issuance of Representative Shares | $ | $ 870 |
Estimated fair value of Representative Shares | $ | 3,000,000 |
Fair value of Representative Shares | $ | $ 292,208,426 |
Lock-up period | 180 days |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Issuance of Representative Shares (in shares) | shares | 300,000 |
Issuance of Representative Shares | $ | $ 30 |
Fair value of Representative Shares | $ | $ 3,170 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of warrants | D | 20 |
Threshold consecutive trading days for redemption of warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Redemption period | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Redemption period | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants expiration term | 5 years |
Threshold trading days for redemption of warrants | item | 20 |
Share price | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 50.00% |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Public Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Share price | $ 9.20 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Restrictions on transfer period of time after business combination completion | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Mar. 08, 2021 | Dec. 31, 2020 |
Assets: | |||
Marketable securities held in Trust Account | $ 317,004,976 | $ 0 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Warranty Liability | 6,751,843 | $ 17,856,753 | $ 0 |
Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warranty Liability | 7,100,000 | ||
Private Placement Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warranty Liability | 170,000 | 190,000 | |
Level 1 | Recurring | |||
Assets: | |||
Marketable securities held in Trust Account | 317,004,976 | 317,000,000 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warranty Liability | 6,577,750 | 7,053,250 | |
Level 3 | Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Warranty Liability | $ 174,093 | $ 186,678 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial and subsequent measurement of key inputs for Warrants (Details) | Mar. 08, 2021$ / shares | Mar. 31, 2021$ / shares |
Risk-free interest rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.99 | |
Risk-free interest rate | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.94 | |
Effective expiration date | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 7/23/2026 | |
Effective expiration date | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 7/23/2026 | |
One-touch hurdle | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 18.12 | |
One-touch hurdle | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 18.13 | |
Dividend yield | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Dividend yield | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Expected volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 14.8 | |
Expected volatility | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 14.8 | |
Exercise price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Exercise price | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Unit Price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.63 | |
Unit Price | Public Warrants and Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.78 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in valuation inputs or other assumptions | $ (488,085) |
Fair value as of March 31, 2021 | 6,751,843 |
Initial Public Offering | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement | 6,854,113 |
Over-allotment option | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement | $ 385,815 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Aggregate values of Warrants | $ 17,856,753 | $ 6,751,843 | $ 0 | |
Fair value assets transferred into (out of) level 3 | 6,577,750 | |||
Class A Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares in a unit | 1 | 1 | ||
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of warrants in a unit | 0.25 | 1 | ||
Number of shares per warrant | 0.2 | |||
Aggregate values of Warrants | $ 7,100,000 | |||
Public Warrants | Class A Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares per warrant | 1 | |||
Warrants per share | $ 11.50 | |||
Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Aggregate values of Warrants | $ 190,000 | $ 170,000 | ||
Public Warrants and Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants per share | $ 0.89 |