Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Northern Star Investment Corp. II | |
Entity Central Index Key | 0001834518 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | NSTB | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
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 File Number | 001-39929 | |
Entity Address, Address Line One | The Chrysler Building | |
Entity Address, Address Line Two | 405 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10174 | |
Entity Tax Identification Number | 85-3909728 | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant | |
Trading Symbol | NSTB.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | NSTB WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 676,380 | $ 124,983 | |
Prepaid expenses | 2,000 | 0 | |
Total Current Assets | 678,380 | 124,983 | |
Deferred offering costs | 0 | 52,500 | |
Marketable securities held in Trust Account | 400,017,935 | 0 | |
TOTAL ASSETS | 400,696,315 | 177,483 | |
Current liabilities | |||
Accounts Payable and Accrued expenses | 357,096 | 375 | |
Accrued offering costs | 16,300 | 2,500 | |
Promissory note – related party | 0 | 150,000 | |
Total current liabilities | 373,396 | 152,875 | |
Warrant liabilities | 43,310,000 | 0 | |
Deferred underwriting fee payable | 14,000,000 | ||
Total Liabilities | 57,683,396 | 152,875 | |
Commitments | |||
Class A common stock subject to possible redemption 33,801,291 shares at $10.00 per share redemption value | 338,012,910 | 0 | |
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | |
Additional paid-in capital | 31,948,976 | 23,993 | |
Accumulated deficit | (26,950,587) | (392) | |
Total Stockholders' Equity | 5,000,009 | 24,608 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 400,696,315 | 177,483 | |
Common Class A [Member] | |||
Stockholders' Equity | |||
Common stock value | [1] | 620 | 0 |
Common Class B [Member] | |||
Stockholders' Equity | |||
Common stock value | [1] | $ 1,000 | $ 1,007 |
[1] | Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend as a result of the underwriters decision to partially exercise its overallotment workpaper. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Over-Allotment Option [Member] | Founder Shares [Member] | ||
Common stock, shares, outstanding | 1,250,000 | |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 33,801,291 | 33,801,291 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Common stock shares subject to possible redemption | 33,801,291 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 6,198,709 | 0 |
Common stock, shares, outstanding | 6,198,709 | 0 |
Common Class B [Member] | ||
Temporary Equity, Shares Outstanding | 33,801,291 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares, issued | 10,000,000 | 10,062,500 |
Common stock, shares, outstanding | 10,000,000 | 10,062,500 |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Common stock, shares outstanding, subject to forfeiture | 1,250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 622,563 | $ 945,161 |
Loss from operations | (622,563) | (945,161) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 4,879 | 17,935 |
Unrealized gain (loss) on marketable securities held in Trust Account | (361) | 0 |
Transaction expenses attributable to warrant liabilities | 0 | (462,969) |
Loss on initial issuance of private warrants | 0 | (195,000) |
Change in fair value of warrant liability | (18,602,500) | (25,365,000) |
Total other expense, net | (18,597,982) | (26,005,034) |
Loss before income taxes | (19,220,545) | (26,950,195) |
Net loss | $ (19,220,545) | $ (26,950,195) |
Common Class A [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic and diluted | 35,723,346 | 36,009,910 |
Basic and diluted net income (loss) per common share | $ 0 | $ 0 |
Common Class A and B [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic and diluted | 14,276,654 | 13,179,468 |
Basic and diluted net income (loss) per common share | $ (1.35) | $ (2.04) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 24,608 | $ 1,006 | $ 23,994 | $ (392) | |
Beginning Balance (Shares) at Dec. 31, 2020 | 10,062,500 | ||||
Sale of 40,000,000 Units, net of underwriting discounts and offering costs | 369,743,506 | $ 4,000 | 369,739,506 | ||
Sale of 40,000,000 Units, net of underwriting discounts and offering costs (Shares) | 40,000,000 | ||||
Loss on initial issuance of private warrants | 195,000 | 195,000 | |||
Forfeiture of Founder Shares | $ (6) | 6 | |||
Forfeiture of Founder Shares (Shares) | (62,500) | ||||
Common Stock Subject To Possible Redemption Value | (357,233,460) | $ (3,572) | (357,229,888) | ||
Common Stock Subject To Possible Redemption (Shares) | (35,723,346) | ||||
Net loss | (7,729,650) | (7,729,650) | |||
Ending Balance at Mar. 31, 2021 | 5,000,004 | $ 428 | $ 1,000 | 12,728,618 | (7,730,042) |
Ending Balance (Shares) at Mar. 31, 2021 | 4,276,654 | 10,000,000 | |||
Beginning Balance at Dec. 31, 2020 | $ 24,608 | $ 1,006 | 23,994 | (392) | |
Beginning Balance (Shares) at Dec. 31, 2020 | 10,062,500 | ||||
Sale of 40,000,000 Units, net of underwriting discounts and offering costs (Shares) | 40,000,000 | ||||
Forfeiture of Founder Shares | $ (7) | ||||
Ending Balance at Jun. 30, 2021 | 5,000,009 | $ 620 | $ 1,000 | 31,948,976 | (26,950,587) |
Ending Balance (Shares) at Jun. 30, 2021 | 6,198,709 | 10,000,000 | |||
Beginning Balance at Mar. 31, 2021 | 5,000,004 | $ 428 | $ 1,000 | 12,728,618 | (7,730,042) |
Beginning Balance (Shares) at Mar. 31, 2021 | 4,276,654 | 10,000,000 | |||
Change in value of common stock subject to possible redemption ,value | 19,220,550 | $ 192 | 19,220,358 | ||
Change in value of common stock subject to possible redemption ,Shares | 1,922,055 | ||||
Net loss | (19,220,545) | (19,220,545) | |||
Ending Balance at Jun. 30, 2021 | $ 5,000,009 | $ 620 | $ 1,000 | $ 31,948,976 | $ (26,950,587) |
Ending Balance (Shares) at Jun. 30, 2021 | 6,198,709 | 10,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes In Stockholders' Equity (Parenthetical) | 6 Months Ended |
Jun. 30, 2021shares | |
Sale of stock | 40,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | ||
Net loss | $ (19,220,545) | $ (26,950,195) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (4,879) | (17,935) |
Changes in fair value of warrant liabilities | 18,602,500 | 25,365,000 |
Loss on initial issuance of private warrants | 0 | 195,000 |
Transaction costs allocated to warrant liabilities | 462,969 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,000) | |
Accounts payable and accrued expenses | 356,721 | |
Net cash used in operating activities | (590,440) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (400,000,000) | |
Net cash used in investing activities | (400,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 392,000,000 | |
Proceeds from sale of Private Placement Warrants | 9,750,000 | |
Repayment of promissory note – related party | (150,000) | |
Payment of offering costs | (458,163) | |
Net cash provided by financing activities | 401,141,837 | |
Net Change in Cash | 551,397 | |
Cash – Beginning of period | 124,983 | |
Cash – End of period | 676,380 | 676,380 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 13,800 | |
Deferred underwriting fee payable | $ 14,000,000 | 14,000,000 |
Initial classification of Class A common stock subject to possible redemption | 364,305,120 | |
Change in value of Class A common stock subject to possible redemption | (26,292,210) | |
Forfeiture Of Founder Shares Value | $ (7) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Business Description And Basis Of Presentation [Abstract] | |
Description Of Organization And Business Operation | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On February 21, 2021, the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, NISC II-A NISC II-B Apex is the parent company of Apex Clearing Corporation (“Apex Clearing”), a custody and clearing company to broker-dealers, ATS’s, routing firms, professional trading firms, hedge funds, institutions and emerging managers. Pursuant to the Merger Agreement, Merger Sub I will merge with and into Apex (the “Initial Merger”), with Apex being the surviving entity (the “Initial Surviving Company”) of the Initial Merger and Apex’s members receiving shares of the Company’s Class A common stock in exchange for their membership interests in Apex, and (ii) immediately following the Initial Merger and as part of the same overall transaction as the Initial Merger, the Initial Surviving Company will merge with and into Merger Sub II (the “Final Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II being the surviving entity of the Final Merger. As a result of the Mergers, Apex will become a wholly-owned subsidiary of the Company, with the members of Apex becoming stockholders of the Company. Under the Merger Agreement, the members of Apex will receive an aggregate of 470,000,000 shares of the Company’s common stock, subject to adjustment as set forth in the Merger Agreement. In addition, each convertible promissory note issued by Apex and outstanding immediately prior to the Initial Merger will remain outstanding and will become convertible in accordance with its terms into shares of the Company’s common stock. Immediately following the Mergers, PEAK6 and its affiliates will own a majority of the Company’s common stock. Effective as of February 21, 2021, the Company entered into subscription agreements (“Subscription Agreements”) with certain institutional accredited investors (collectively, the “Investors”), pursuant to which the Company would, substantially concurrently with, and contingent upon, the consummation of the Mergers, issue an aggregate of 45,000,000 shares of the Company’s Class A common stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to Northern Star of $450,000,000 (the “PIPE”). The Subscription Agreements were scheduled to terminate in accordance with their terms on June 30, 2021. Accordingly, the Company approached the Investors to give them the opportunity to extend the termination date of the Subscription Agreements until August 31, 2021 (the “Extended Date”) by entering into an amendment to the Subscription Agreements. As a result of the foregoing, the Company re-confirmed The Company has agreed that, as soon as reasonably practicable, but in no event later than 15 business days following the closing date of the Mergers, it shall file a registration statement with the SEC covering the resale by the Investors of the shares of the Company’s common stock issued to them in the PIPE and use its best efforts to have such registration statement declared effective as promptly as practicable thereafter. The Merger is expected to be consummated in the third quarter of 2021, after the required approval by the stockholders of the Company and the fulfillment of certain other conditions set forth in the Merger Agreement. 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 June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. As discussed above, on February 21, 2021, the Company entered into the Merger Agreement with Apex. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Upon issuance, the Company recorded a compensation charge of $195,000 representing the amount by which the aggregate fair value of the Private Warrants exceeded the purchase price. Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 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 Warrants, 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 its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to 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 of 1940, as amended (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 $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). There will be no conversion 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 either immediately prior to or upon the 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 conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by 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 holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder 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 (i) that would 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 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company is unable to complete a Business Combination by January 28, 2023 (the “Combination Period”) and such period is not extended by stockholders, 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 per-share The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their 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 in the Combination Period and, in such event, such amounts will be included with the other 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 Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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 is currently evaluating the impact of the COVID-19 Liquidity and Going Concern As of June 30, 2021, the Company had $676,380 in its operating bank accounts, $400,017,935 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith. As of June 30, 2021, approximately $17,935 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K/A, 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 Use of Estimates The preparation of the condensed consolidated 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021, substantially all of the assets held in the Trust Account were invested in U.S. Treasury securities. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to 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 June 30, 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 condensed consolidated balance sheet. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash 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. The Company’s deferred tax assets were deemed to be de minimis as of June 30, 2021. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 January 28, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,750,000 shares of Class A common stock in the calculation of diluted income 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 statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable Three Months June 30, 2021 Six Months June 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,518 $ 17,935 Less: Income taxes and franchise fees available to be withdrawn from the Trust Account (4,518 ) (17,935 ) Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 35,723,346 36,009,910 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (19,220,545 ) $ (26,950,195 ) Less: Net income allocable to Common stock subject to possible redemption — — Non-Redeemable $ (19,220,545 ) $ (26,950,195 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding 14,276,654 13,179,468 Basic and diluted net loss per share $ (1.35 ) $ (2.04 ) 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 Corporation coverage limit 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,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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 Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 25, 2020, the Company’s sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On January 25, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to 1,312,500 of Class B common stock that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriter’s decision to partially exercise their over-allotment provision, 62,500 Founder shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture. The holders of Founder Shares will agree, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one 30-trading Promissory Note — Related Party On November 25, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, 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 is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. As of June 30, 2021, there were no amounts outstanding under the Working Capital Loans. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement On January 21, 2021, the Company entered into an agreement with a consultant for advisory services related to the Merger Agreement. The agreement specifies that the consultant will assist with due diligence, deal structuring, documentation and obtaining shareholder approval for the Merger Agreement. The consultant will receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of the Merger. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | NOTE 8. WARRANT LIABILITIES As of June 30, 2021 and December 31, 2020, there were 8,000,000 Public Warrants outstanding. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its 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 Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five • 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, and; • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading 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, the warrants will not be adjusted for issuance 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. As of June 30, 2021 and December 31, 2020, there were 9,750,000 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the 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 Warrants will be exercisable on a cashless basis and be non-redeemable 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Additionally, commencing ninety • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms 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 (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At June 30, 2021, assets held in the Trust Account were comprised of $400,017,935 in U.S. Treasury securities. During the three and six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2020 June 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ 400,017,935 Liabilities: Warrant liability – Public Warrants 1 $ — $ 19,520,000 Warrant liability – Private Placement Warrants 3 $ 23,790,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable inputs utilized in determining the fair value of the Private Warrants are the expected volatility of the common stock and the probability and expected timing to consummate a business combination. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public stock pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for the initial measurement, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: At January 28, As of June 30, Stock price $ 9.80 $ 9.96 Strike price $ 11.50 $ 11.50 Term (in years) 4.68 5.17 Volatility 20.0 % 34.4 % Risk-free rate 0.38 % 0.90 % The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on January 28, 2021 9,945,000 8,000,000 17,945,000 Change in valuation inputs or other assumptions 3,802,500 2,960,000 6,762,500 Fair value as of March 31, 2021 $ 13,747,500 $ 10,960,000 $ 24,707,500 Change in valuation inputs or other assumptions 10,042,500 8,560,000 18,602,500 Fair value as of June 30, 2021 $ 23,790,000 $ 19,520,000 $ 43,310,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the six months ended June 30, 2021 was $8,000,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K/A, |
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 |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, substantially all of the assets held in the Trust Account were invested in U.S. Treasury securities. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to |
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 June 30, 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 condensed consolidated balance sheet. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
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. The Company’s deferred tax assets were deemed to be de minimis as of June 30, 2021. The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,750,000 shares of Class A common stock in the calculation of diluted income 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 statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable Three Months June 30, 2021 Six Months June 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,518 $ 17,935 Less: Income taxes and franchise fees available to be withdrawn from the Trust Account (4,518 ) (17,935 ) Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 35,723,346 36,009,910 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (19,220,545 ) $ (26,950,195 ) Less: Net income allocable to Common stock subject to possible redemption — — Non-Redeemable $ (19,220,545 ) $ (26,950,195 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding 14,276,654 13,179,468 Basic and diluted net loss per share $ (1.35 ) $ (2.04 ) |
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 Corporation coverage limit 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,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 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 Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | Non-redeemable non-redeemable Non-redeemable non-redeemable Three Months June 30, 2021 Six Months June 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,518 $ 17,935 Less: Income taxes and franchise fees available to be withdrawn from the Trust Account (4,518 ) (17,935 ) Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 35,723,346 36,009,910 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (19,220,545 ) $ (26,950,195 ) Less: Net income allocable to Common stock subject to possible redemption — — Non-Redeemable $ (19,220,545 ) $ (26,950,195 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding 14,276,654 13,179,468 Basic and diluted net loss per share $ (1.35 ) $ (2.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's financial assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2020 June 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ 400,017,935 Liabilities: Warrant liability – Public Warrants 1 $ — $ 19,520,000 Warrant liability – Private Placement Warrants 3 $ 23,790,000 |
Summary of the table provides quantitative information regarding Level 3 fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements: At January 28, As of June 30, Stock price $ 9.80 $ 9.96 Strike price $ 11.50 $ 11.50 Term (in years) 4.68 5.17 Volatility 20.0 % 34.4 % Risk-free rate 0.38 % 0.90 % |
Summary of change in the fair value of the derivative warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on January 28, 2021 9,945,000 8,000,000 17,945,000 Change in valuation inputs or other assumptions 3,802,500 2,960,000 6,762,500 Fair value as of March 31, 2021 $ 13,747,500 $ 10,960,000 $ 24,707,500 Change in valuation inputs or other assumptions 10,042,500 8,560,000 18,602,500 Fair value as of June 30, 2021 $ 23,790,000 $ 19,520,000 $ 43,310,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jan. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Aug. 31, 2021 | Feb. 21, 2021 | Dec. 31, 2020 |
Stock shares issued during the period shares | $ 369,743,506 | |||||
Adjustments to additional paid in capital stock issuance costs | $ 22,061,494 | |||||
Payment made towards restricted investments | $ 400,000,000 | $ 400,000,000 | ||||
Payments to acquire restricted investments per share | $ 10 | |||||
Term of restricted investments | 185 days | |||||
Equity method investment ownership percentage | 50.00% | |||||
Networth needed post business combination | $ 5,000,001 | |||||
Estimated expenses payable on dissolution | $ 100,000 | |||||
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | |||||
Class of warrants or rights expenses | $ 195,000 | |||||
Common Stock, Shares Subscribed but Unissued | 5,250,000 | |||||
Cash and Due from Banks | $ 676,380 | |||||
Assets Held-in-trust | 400,017,935 | |||||
Deposits | $ 17,935 | |||||
Subscription Agreement [Member] | ||||||
Number of days within which which the securities shall be registered | 15 days | |||||
Maximum [Member] | ||||||
Per share amount to be maintained in the trust account | $ 10 | |||||
Minimum [Member] | ||||||
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount | 80.00% | |||||
Percentage Of The Fair Value Of Assets In The Trust Account Of The Prospective Acquiree Excluding Deferred Underwriting Commission And Discount No Longer Required For Market Value Test | 80.00% | |||||
Temporary equity redemption price per share | $ 10 | |||||
Per share amount to be maintained in the trust account | 10 | |||||
Common Class A [Member] | ||||||
Temporary equity redemption price per share | $ 10 | $ 10 | ||||
Percentage of the public shareholding eligible for transfer without restrictions | 20.00% | |||||
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100.00% | |||||
Common Stock, Shares Subscribed but Unissued | 41,000,000 | 45,000,000 | ||||
Common stock, value, subscriptions | $ 410,000,000 | $ 450,000,000 | ||||
Common Class A [Member] | Subscription Agreement [Member] | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | ||||
IPO [Member] | ||||||
Sale of stock issue price per share | $ 10 | |||||
Adjustments to additional paid in capital stock issuance costs | $ 22,524,463 | |||||
Underwriting fee | 8,000,000 | |||||
Deferred underwriting fee payable | 14,000,000 | |||||
Other offering costs | $ 524,463 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Stock shares issued during the period shares | $ 40,000,000 | |||||
Sale of stock issue price per share | $ 10 | |||||
Proceeds from initial public offering | $ 400,000,000 | |||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||
Stock shares issued during the period shares | $ 5,000,000 | |||||
Private Placement [Member] | ||||||
Proceeds from issuance of warrants | $ 9,750,000 | |||||
Class of warrants or rights issue price per share | $ 1 | |||||
Class of warrants or rights issue of warrants during the period | 9,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Adjustments to additional paid in capital stock issuance costs | $ 22,061,494 | ||
Cash and cash equivalents | $ 676,380 | 676,380 | $ 124,983 |
Unrecognised income tax benefits | 0 | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | 0 | |
Cash insured with federal depository insurance | $ 250,000 | $ 250,000 | |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | |
Warrant [Member] | Common Class A [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | shares | 17,750,000 | ||
Cash Equivalents [Member] | |||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 |
IPO [Member] | |||
Adjustments to additional paid in capital stock issuance costs | 22,524,463 | ||
Share-based Payment Arrangement, Expense | $ 462,969 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Earnings allocable to common stock subject to possible redemption [Abstract] | ||
Interest earned on marketable securities held in Trust Account | $ 4,518 | $ 17,935 |
Income taxes and franchise fees available to be withdrawn from the Trust Account | (4,518) | (17,935) |
Non-Redeemable Common Stock | ||
Net loss | (19,220,545) | (26,950,195) |
Non-Redeemable Net Income (Loss) | $ (19,220,545) | $ (26,950,195) |
Redeemable Common Stock [Member] | ||
Earnings allocable to common stock subject to possible redemption [Abstract] | ||
Basic and diluted weighted average shares outstanding | 35,723,346 | 36,009,910 |
Basic and diluted net income (loss) per common share | $ 0 | $ 0 |
Non Redeemable Common Stock [Member] | ||
Earnings allocable to common stock subject to possible redemption [Abstract] | ||
Basic and diluted weighted average shares outstanding | 14,276,654 | 13,179,468 |
Basic and diluted net income (loss) per common share | $ (1.35) | $ (2.04) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jan. 28, 2021 | |
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 40,000,000 | |
IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Common Class A [Member] | Public Warrant [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). | |
Common Class A [Member] | IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 40,000,000 | |
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue of warrants during the period | shares | 9,750,000 |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Class of warrants or rights exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 25, 2020 | Jun. 30, 2021 | May 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Dividends payable amount per share | $ 0.167 | ||||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 0 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 150,000 | ||||
Debt instrument maturity date | Jun. 30, 2021 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,000,000 | 10,062,500 | |||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 6,198,709 | 0 | |||
Over-Allotment Option [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding subject to forfeiture | 1,250,000 | 1,312,500 | 1,312,500 | ||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,062,500 | ||||
Period after consummation of business combination within which shares shall not be transferred | 1 year | ||||
Number of consecutive trading days for determining the share price | 20 days | ||||
Number of trading days | 30 days | ||||
Founder Shares [Member] | Restriction Period One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | ||||
Founder Shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Dividends payable amount per share | $ 0.167 | ||||
Common stock, shares, outstanding | 10,062,500 | ||||
Founder Shares [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage Of Common Stock issued and Outstanding After IPO | 20.00% | ||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, founder shares | 8,625,000 | ||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | ||||
Founder Shares [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 1,250,000 | ||||
Forfeited shares | 62,500 | ||||
Warrant [Member] | Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument conversion amount | $ 1,500,000 | ||||
Debt conversion price per share | $ 1 |
Commitments - Additional Infor
Commitments - Additional Information (Detail) - USD ($) | Jan. 21, 2021 | Jun. 30, 2021 |
Commitments [Line Items] | ||
Options granted to the underwriters term | 45 days | |
Common stock shares subscribed but not yet issued | 5,250,000 | |
Stock shares issued during the period shares | 40,000,000 | |
Deferred underwriting fee per unit | $ 0.35 | |
Payments for underwriting expenses | $ 14,000,000 | |
Consulting Agreement [Member] | ||
Commitments [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |
Public Shares Two Thousand Twenty One [Member] | ||
Commitments [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Stock Repurchased During Period, Shares | 250,000 | |
Over-Allotment Option [Member] | ||
Commitments [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Over-Allotment Option [Member] | Public Shares Two Thousand Twenty One [Member] | ||
Commitments [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | |||
Jun. 30, 2021 | May 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Founder Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding | 10,062,500 | |||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding | 1,250,000 | |||
Founder Shares [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage Of Common Stock issued and Outstanding After IPO | 20.00% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 125,000,000 | 125,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | one vote for each share. | |||
Common stock shares issued | 6,198,709 | 0 | ||
Common stock shares outstanding | 6,198,709 | 0 | ||
Common stock shares subject to possible redemption | 33,801,291 | 33,801,291 | ||
Common Class A [Member] | Future Conversion From Class B To Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of the common stock shares outstanding on conversion from one class to another | 20.00% | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 25,000,000 | 25,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | one vote for each share. | |||
Common stock shares issued | 10,000,000 | 10,062,500 | ||
Common stock shares outstanding | 10,000,000 | 10,062,500 | ||
Common stock shares subject to possible redemption | 33,801,291 | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding subject to forfeiture | 1,250,000 | 1,312,500 | 1,312,500 | |
Common Class B [Member] | Founder Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage Of Common Stock issued and Outstanding After IPO | 20.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of days after the business combination within which registration shall be made | 15 days | |
Additional commencing period after which the warrants shall become excercisable | 90 days | |
Period within which registration statement shall be effective after closure of business combination | 60 days | |
Number of warrants or rights outstanding. | 8,000,000 | 8,000,000 |
Public Warrants [Member] | Thirty Days After Business Combination [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period after which the warrants shall become exercisable | 30 days | |
Public Warrants [Member] | Twelve Months After Completion Of IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period after which the warrants shall become exercisable | 12 months | |
Public Warrants [Member] | Twenty Days After Business Combination [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period after which the warrants shall become exercisable | 20 days | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or rights lock in period | 30 days | |
Number of warrants or rights outstanding. | 9,750,000 | 9,750,000 |
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Sale of stock issue price per share | $ 9.20 | |
Proceeds from equity from business combination as a percentage of total equity proceeds | 60.00% | |
Number of trading days | 20 days | |
Volume weighted average price per share | $ 9.20 | |
Class of warrants or rights term | 5 years | |
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Redemption trigger price as a percentage of the newly issued price | 115.00% | |
Class of warrants or right redemption trigger price | $ 18 | |
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Redemption trigger price as a percentage of the newly issued price | 180.00% | |
Common Class A [Member] | Public Warrants [Member] | Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights redemption per share | $ 0.01 | |
Minimum number of days of notice to be given to warrant holders for redemption | 30 days | |
Common Class A [Member] | Public Warrants [Member] | Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights redemption per share | $ 0.10 | |
Minimum number of days of notice to be given to warrant holders for redemption | 30 days | |
Common Class A [Member] | Private Placement Warrants [Member] | Trigger Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or right redemption trigger price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Company's financial assets that are measured at fair value on a recurring basis (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 400,017,935 | $ 0 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant liability | 19,520,000 | |
Level 1 [Member] | US Treasury Securities Money Market Fund [Member] | ||
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | 400,017,935 | |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability | $ 23,790,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the table provides quantitative information regarding Level 3 fair value measurements (Detail) - Level 3 [Member] | Jun. 30, 2021$ / shares | Jan. 28, 2021$ / shares |
Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 9.96 | $ 9.80 |
Strike Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 11.50 | |
Strike price | $ 11.50 | |
Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (in years) | 5 years 2 months 1 day | 4 years 8 months 4 days |
Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 34.4 | 20 |
Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.90 | 0.38 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Change in valuation inputs or other assumptions | $ 18,602,500 | $ 25,365,000 | |
Private Placement Warrants [Member] | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Initial measurement on January 28, 2021 | $ 9,945,000 | ||
Change in valuation inputs or other assumptions | 3,802,500 | 10,042,500 | |
Fair Value Ending Balance | 13,747,500 | 23,790,000 | 23,790,000 |
Public Warrants [Member] | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Initial measurement on January 28, 2021 | 8,000,000 | ||
Change in valuation inputs or other assumptions | 2,960,000 | 8,560,000 | |
Fair Value Ending Balance | 10,960,000 | 19,520,000 | 19,520,000 |
Warrant Liabilities [Member] | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Initial measurement on January 28, 2021 | 17,945,000 | ||
Change in valuation inputs or other assumptions | 6,762,500 | 18,602,500 | |
Fair Value Ending Balance | $ 24,707,500 | $ 43,310,000 | $ 43,310,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets Held-in-trust | $ 400,017,935 |
Fair value Level1 to Level 3 Transfer Amount | 8,000,000 |
US Treasury Securities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets Held-in-trust | $ 400,017,935 |