Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001835800 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Pivotal Investment Corp III | |
Entity File Number | 001-40019 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3415215 | |
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, State or Province | NY | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | PICC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | PICC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | PICC WS | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 807,853 | $ 0 |
Prepaid expenses | 171,940 | 0 |
Total Current Assets | 979,793 | 0 |
Deferred offering costs | 0 | 51,025 |
Marketable securities held in Trust Account | 276,038,248 | 0 |
TOTAL ASSETS | 277,018,041 | 51,025 |
Current liabilities | ||
Accounts payable and accrued expenses | 185,046 | 851 |
Accrued offering costs | 31,025 | 26,025 |
Total Current Liabilities | 216,071 | 26,876 |
Warrant liabilities | 11,255,200 | 0 |
Deferred underwriting fee payable | 9,660,000 | 0 |
TOTAL LIABILITIES | 21,131,271 | 26,876 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 27,600,000 shares outstanding and none outstanding at redemption value as of September 30, 2021 and December 31, 2020, respectively | 276,000,000 | 0 |
Stockholders' (Deficit) Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 24,310 |
Accumulated deficit | (20,113,920) | (851) |
Total Stockholders' (Deficit) Equity | (20,113,230) | 24,149 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 277,018,041 | 51,025 |
Class B Common Stock [Member] | ||
Stockholders' (Deficit) Equity | ||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 6,900,000 shares issued and outstanding, as of September 30, 2021 and December 31, 2020 | 690 | 690 |
Total Stockholders' (Deficit) Equity | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Temporary equity shares outstanding | 27,600,000 | 0 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 125,000,000 | 125,000,000 |
Common stock shares issued | 27,600,000 | 0 |
Common stock shares outstanding | 27,600,000 | 0 |
Class B Common Stock [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statement Of Operatio
Condensed Statement Of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 168,787 | $ 494,890 |
Loss from operations | (168,787) | (494,890) |
Other income: | ||
Change in fair value of warrants | 4,220,700 | 4,907,520 |
Transaction costs allocated to warrant liabilities | (526,599) | |
Interest earned on marketable securities held in Trust Account | 16,642 | 46,388 |
Unrealized gain on marketable securities held in Trust Account | (6,302) | (8,140) |
Total other income, net | 4,231,040 | 4,419,169 |
Net income (loss) | 4,062,253 | 3,924,279 |
Common Class A [Member] | ||
Other income: | ||
Net income (loss) | $ 3,249,802 | $ 3,043,196 |
Basic and diluted weighted average shares outstanding | 27,600,000 | 23,353,846 |
Earnings per share, basic and diluted | $ 0.12 | $ 0.13 |
Common Class B [Member] | ||
Other income: | ||
Net income (loss) | $ 812,451 | $ 881,083 |
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,761,538 |
Earnings per share, basic and diluted | $ 0.12 | $ 0.13 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholder's Equity - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class B Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ 24,149 | $ 24,310 | $ (851) | $ 690 |
Beginning balance, Shares at Dec. 31, 2020 | 6,900,000 | |||
Remeasurement Adjustment On Redeemable Common Stock | (31,331,658) | (7,294,310) | (24,037,348) | |
Sale of 7,270,000 Private Placement Warrants | 7,270,000 | |||
Net income (loss) | (6,806,034) | (6,806,034) | ||
Ending balance, Shares at Mar. 31, 2021 | 6,900,000 | |||
Ending balance at Mar. 31, 2021 | (30,843,543) | 0 | (30,844,233) | $ 690 |
Beginning balance at Dec. 31, 2020 | 24,149 | 24,310 | (851) | $ 690 |
Beginning balance, Shares at Dec. 31, 2020 | 6,900,000 | |||
Remeasurement Adjustment On Redeemable Common Stock | 31,331,658 | |||
Net income (loss) | 3,924,279 | $ 881,083 | ||
Ending balance, Shares at Sep. 30, 2021 | 6,900,000 | |||
Ending balance at Sep. 30, 2021 | (20,113,230) | 0 | (20,113,920) | $ 690 |
Beginning balance at Mar. 31, 2021 | (30,843,543) | 0 | (30,844,233) | $ 690 |
Beginning balance, Shares at Mar. 31, 2021 | 6,900,000 | |||
Net income (loss) | 6,668,060 | 6,668,060 | ||
Ending balance, Shares at Jun. 30, 2021 | 6,900,000 | |||
Ending balance at Jun. 30, 2021 | (24,175,483) | 0 | (24,176,173) | $ 690 |
Net income (loss) | 4,062,253 | 4,062,253 | $ 812,451 | |
Ending balance, Shares at Sep. 30, 2021 | 6,900,000 | |||
Ending balance at Sep. 30, 2021 | $ (20,113,230) | $ 0 | $ (20,113,920) | $ 690 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Stockholder's Equity (Parenthetical) | 9 Months Ended |
Sep. 30, 2021shares | |
Private Placement Warrants [Member] | |
Number of units sold | 7,270,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 4,062,253 | $ 3,924,279 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (4,220,700) | (4,907,520) |
Interest earned on marketable securities held in Trust Account | (16,642) | (46,388) |
Transaction costs allocated to warrant liabilities | 526,599 | |
Unrealized gain on marketable securities held in Trust Account | 6,302 | 8,140 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (171,940) | |
Accounts payable and accrued expenses | 184,195 | |
Net cash used in operating activities | (482,635) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 | |
Proceeds from sale of Private Warrants | 7,270,000 | |
Repayment of promissory note – related party | (125,000) | |
Proceeds from promissory note – related party | 125,000 | |
Payment of offering costs | (459,512) | |
Net cash provided by financing activities | 277,290,488 | |
Net Change in Cash | 807,853 | |
Cash – Beginning of period | 0 | |
Cash – End of period | $ 807,853 | 807,853 |
Non-Cash investing and financing activities: | ||
Remeasurement adjustment on redeemable common stock | 31,331,658 | |
Offering costs included in accrued offering costs | 31,025 | |
Deferred underwriting fee payable | $ 9,660,000 |
Description Of Organization And
Description Of Organization And Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pivotal Investment Corporation III (the “Company”) was incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering were declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 27,600,000 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 full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Pivotal Investment Holdings III LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,270,000, which is described in Note 5. Transaction costs amounted to $15,695,537, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. $15,168,938 of the transaction cost was charged to stockholders equity and $526,599 of transactions costs were expensed as a period expense as of the date of the initial public offering. Following the closing of the Initial Public Offering on February 11, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 While the of , substantially all of from Placement which are placed in the Trust Account, 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 (as defined below) (net of amounts previously disbursed to management for tax obligations 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-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 6) have agreed to vote their Founder Shares (as defined below in Note 6) 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, without voting, and if they vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, 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 6) 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 within 24 months from the closing of the Initial Public Offering (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 business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The 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 7) 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) $ 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 $ 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 continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of September 30, 2021, the Company had $807,853 in its operating bank accounts, $276,038,248 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of 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. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of and for the periods ended September 30, 2021, management identified errors made in its historical financial statements, the Company improperly valued its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the temporary equity should include all shares of common stock subject to possible redemption. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the previously issued financial statements to adjust initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”; the Company evaluated the changes and has determined that the related impact was material to all previously presented financial statements. The Company, in consultation with its Audit Committee, concluded that its previously issued financial statements will need to be restated to report all public shares as temporary equity. As such the Company is reporting upon restating to those periods in this Quarterly Report. The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 11, 2021 As Previously Reported Adjustment As Restated Restated Class A common stock subject to possible redemption $ 241,993,920 $ 34,006,080 $ 276,000,000 Class A common stock $ 340 $ (340) $ — Additional paid-in $ 9,968,392 $ (9,968,392) $ — Accumulated deficit $ (4,969,420 ) $ (24,037,348) $ (29,006,768) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (34,006,080) $ (29,006,078) Condensed Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 240,156,450 $ 35,843,550 $ 276,000,000 Class A common stock $ 358 $ (358) $ — Additional paid-in $ 11,805,844 $ (11,805,844) $ — Accumulated deficit $ (6,806,885) $ (24,037,348) $ (30,844,233) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (35,843,550) $ (30,843,543) Condensed Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 246,824,510 $ 29,175,490 $ 276,000,000 Class A common stock $ 292 $ (292) $ — Additional paid-in $ 5,137,850 $ (5,137,850) $ — Accumulated deficit $ (138,825) $ (24,037,348) $ (24,176,173) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (29,175,490) $ (24,175,483) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,199,392 (9,313,999) 14,885,393 Basic and diluted net income per share, Common stock subject to possible redemption $ — 0.32 $ 0.32 Basic and diluted weighted average shares outstanding, Non-redeemable 8,319,429 (1,834,036) 6,485,393 Basic and diluted net income per share, Non-redeemable $ (0.82) $ 0.50 $ (0.32) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,015,645 3,584,355 27,600,000 Basic and diluted net income per share, Common stock subject to possible redemption $ — 0.19 $ 0.19 Basic and diluted weighted average shares outstanding, Non-redeemable 10,484,355 (3,584,355) 6,900,000 Basic and diluted net loss per share, Non-redeemable $ 0.64 $ (0.45) $ 0.19 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,101,033 (2,787,700) 21,313,333 Basic and diluted net income per share, Common stock subject to possible redemption $ — — $ — Basic and diluted weighted average shares outstanding, Non-redeemable 9,413,919 (2,718,919) 6,695,000 Basic and diluted net income per share, Non-redeemable $ (0.01) $ 0.01 $ — Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended Sale of 27,600,000 Units, net of underwriter discounts and offering expenses $ 251,938,342 $ (251,938,342) $ — Initial value of common stock subject to redemption $ (240,156,450) $ 240,156,450 $ — Remeasurement adjustment on redeemable common stock $ — $ (31,331,658) $ (31,331,658) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (35,843,550) $ (30,843,543) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (29,175,490) $ (24,175,483) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ (1,837,470) $ 1,837,470 $ — Balance Sheet as of February 11, 2021 As Reported Adjustment As Restated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 4,830,590 $ (4,830,590) $ — |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 condensed 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 did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 are included in the remeasurement adjustment from carrying value to redemption value. 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.” 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 feature 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, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (8,892,720 ) Class A common stock issuance costs $ (22,438,938 ) Plus: Remeasurement adjustment from carrying value to redemption value $ 31,331,658 Class A common stock subject to possible redemption, 12/31/20 $ 276,000,000 Remeasurement adjustment from carrying value to redemption value — Class A common stock subject to possible redemption, 9/30/21 $ 276,000,000 Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance 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 do not meet all the criteria for equity classification, the warrants are required to be recorded as a warrant liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as an on-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using the Modified Black Scholes Option Pricing model. 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 accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not The provision for income taxes was deemed to be immaterial for the three and nine months ended September 30, 2021. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class Remeasurement adjustment The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 3,249,802 $ 812,451 $ 3,043,196 $ 881,083 Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 23,353,846 6,761,538 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.13 $ 0.13 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for warrant liabilities. 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 FASB issued ASU No. 2020-06, (Subtopic470-20) (Subtopic815-40): (“ASU2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING one-fifth |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,270,000 Private Placement Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $7,270,000 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. As a result of the difference between the purchase price of the Private Placement Warrants of $1.00 and the fair value of $1.61, the Company recorded a charge of $4,441,970 which is recorded in the change in fair value of warrant liability for the period ended September 30, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Company’s sponsor (“Sponsor”) paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 8, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock resulting in there being an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one 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 year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On December 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to MGG Investment Group LP, an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $125,000. 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 Placement Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 8, 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 have registration rights to require 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 underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 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 February 22, 2021, the Company entered into an agreement with a consultant for services related to a potential Business Combination. The agreement specifies that the consultant will provide the Company with advice on due diligence, deal structuring, documentation and obtaining shareholder approval for a cost of $9,917 per month or $119,000 in total if a Business Combination is closed at any time prior to February 22, 2022. The agreement may be terminated by either party by providing thirty (30) days written notice. For the three and nine months ended September 30, 2021, the company incurred and paid approximately $22,989 and $72,572 in fees related to these services, respectively. Effective September 30, 2021, this agreement was terminated. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8. 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 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that arere-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $276,038,248 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any of interest earned on 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 September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level February 08, 2021 September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ — $ 276,038,248 Liabilities: Warrant Liability – Private Placement Warrants 1 $ 11,711,970 6,397,600 Warrant Liability – Public Warrants 2 8,892,720 4,857,600 The Warrants were accounted for as liabilities in accordance with ASC815-40 The Public Warrants and 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 input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. 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 warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, 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 on February 11, 2021, the close price of the public warrant price will be used as the fair value as of each relevant date. At September 30, 2021 the Private Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on February 11 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Transfer to Level 1 — (9,637,920 ) (9,637,920 ) Fair value as of March 31, 2021 12,693,420 — 12,693,420 Change in fair value (3,896,720 ) — (3,896,720 ) Fair value as of June 30, 2021 $ 8,796,700 $ — $ 8,796,700 Change in fair value (2,399,100 ) — (2,399,100 ) Transfer to Level 2 (6,397,600 ) — (6,397,600 ) Fair value as of September 30, 202 1 $ — $ — $ — The following table presents the changes in the fair value of warrant liabilities: Private Placement(1) Public Warrant Liabilities Initial measurement on February 11 $ 11,711,970 $ 8,892,720 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Fair value as of March 31, 2021 12,693,420 9,637,920 22,331,340 Change in valuation inputs or other assumptions (3,896,720 ) (2,958,720 ) (6,855,440 ) Fair value as of June 30, 2021 $ 8,796,700 $ 6,679,200 15,475,900 Change in valuation inputs or other assumptions (2,399,100 ) (1,821,600 ) (4,220,700 ) Fair value as of September 30, 2021 $ 6,397,600 $ 4,857,600 11,255,200 (1) As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of $4.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations 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 nine months ended September 30, 2021 was $9,637,920. The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the nine months ended September 30, 2021 was $6,397,600. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 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 financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 condensed 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 did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 are included in the remeasurement adjustment from carrying value to redemption value. |
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.” 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 feature 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, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (8,892,720 ) Class A common stock issuance costs $ (22,438,938 ) Plus: Remeasurement adjustment from carrying value to redemption value $ 31,331,658 Class A common stock subject to possible redemption, 12/31/20 $ 276,000,000 Remeasurement adjustment from carrying value to redemption value — Class A common stock subject to possible redemption, 9/30/21 $ 276,000,000 |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance 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 do not meet all the criteria for equity classification, the warrants are required to be recorded as a warrant liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as an on-cash gain or loss on the statements of operations. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40. The Warrants are not considered indexed to the Company’s own common stock, and as such, the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using the Modified Black Scholes Option Pricing model. paid-in non-cash |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not The provision for income taxes was deemed to be immaterial for the three and nine months ended September 30, 2021. |
Net Loss Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period. The Company applies the two-class Remeasurement adjustment The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 3,249,802 $ 812,451 $ 3,043,196 $ 881,083 Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 23,353,846 6,761,538 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.13 $ 0.13 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature, except for warrant liabilities. |
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 FASB issued ASU No. 2020-06, (Subtopic470-20) (Subtopic815-40): (“ASU2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prior Period Adjustment [Abstract] | |
Summary Of Restatement Of Previously Issued Financial Statements | The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of February 11, 2021 As Previously Reported Adjustment As Restated Restated Class A common stock subject to possible redemption $ 241,993,920 $ 34,006,080 $ 276,000,000 Class A common stock $ 340 $ (340) $ — Additional paid-in $ 9,968,392 $ (9,968,392) $ — Accumulated deficit $ (4,969,420 ) $ (24,037,348) $ (29,006,768) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (34,006,080) $ (29,006,078) Condensed Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 240,156,450 $ 35,843,550 $ 276,000,000 Class A common stock $ 358 $ (358) $ — Additional paid-in $ 11,805,844 $ (11,805,844) $ — Accumulated deficit $ (6,806,885) $ (24,037,348) $ (30,844,233) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (35,843,550) $ (30,843,543) Condensed Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 246,824,510 $ 29,175,490 $ 276,000,000 Class A common stock $ 292 $ (292) $ — Additional paid-in $ 5,137,850 $ (5,137,850) $ — Accumulated deficit $ (138,825) $ (24,037,348) $ (24,176,173) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (29,175,490) $ (24,175,483) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,199,392 (9,313,999) 14,885,393 Basic and diluted net income per share, Common stock subject to possible redemption $ — 0.32 $ 0.32 Basic and diluted weighted average shares outstanding, Non-redeemable 8,319,429 (1,834,036) 6,485,393 Basic and diluted net income per share, Non-redeemable $ (0.82) $ 0.50 $ (0.32) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,015,645 3,584,355 27,600,000 Basic and diluted net income per share, Common stock subject to possible redemption $ — 0.19 $ 0.19 Basic and diluted weighted average shares outstanding, Non-redeemable 10,484,355 (3,584,355) 6,900,000 Basic and diluted net loss per share, Non-redeemable $ 0.64 $ (0.45) $ 0.19 Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 24,101,033 (2,787,700) 21,313,333 Basic and diluted net income per share, Common stock subject to possible redemption $ — — $ — Basic and diluted weighted average shares outstanding, Non-redeemable 9,413,919 (2,718,919) 6,695,000 Basic and diluted net income per share, Non-redeemable $ (0.01) $ 0.01 $ — Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended Sale of 27,600,000 Units, net of underwriter discounts and offering expenses $ 251,938,342 $ (251,938,342) $ — Initial value of common stock subject to redemption $ (240,156,450) $ 240,156,450 $ — Remeasurement adjustment on redeemable common stock $ — $ (31,331,658) $ (31,331,658) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (35,843,550) $ (30,843,543) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (29,175,490) $ (24,175,483) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ (1,837,470) $ 1,837,470 $ — Balance Sheet as of February 11, 2021 As Reported Adjustment As Restated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 4,830,590 $ (4,830,590) $ — |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 3,249,802 $ 812,451 $ 3,043,196 $ 881,083 Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 23,353,846 6,761,538 Basic and diluted net income per common stock $ 0.12 $ 0.12 $ 0.13 $ 0.13 |
Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption | At September 30, 2021 and December 31, 2020, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants $ (8,892,720 ) Class A common stock issuance costs $ (22,438,938 ) Plus: Remeasurement adjustment from carrying value to redemption value $ 31,331,658 Class A common stock subject to possible redemption, 12/31/20 $ 276,000,000 Remeasurement adjustment from carrying value to redemption value — Class A common stock subject to possible redemption, 9/30/21 $ 276,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level February 08, 2021 September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ — $ 276,038,248 Liabilities: Warrant Liability – Private Placement Warrants 1 $ 11,711,970 6,397,600 Warrant Liability – Public Warrants 2 8,892,720 4,857,600 |
Summary of Fair Value of The Derivative Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement(1) Public Warrant Liabilities Initial measurement on February 11 $ 11,711,970 $ 8,892,720 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Fair value as of March 31, 2021 12,693,420 9,637,920 22,331,340 Change in valuation inputs or other assumptions (3,896,720 ) (2,958,720 ) (6,855,440 ) Fair value as of June 30, 2021 $ 8,796,700 $ 6,679,200 15,475,900 Change in valuation inputs or other assumptions (2,399,100 ) (1,821,600 ) (4,220,700 ) Fair value as of September 30, 2021 $ 6,397,600 $ 4,857,600 11,255,200 (1) As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of $4.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations |
Level 3 [Member] | |
Fair Value Disclosures [Line Items] | |
Summary of Fair Value of The Derivative Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on February 11 $ 11,711,970 $ 8,892,720 $ 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Transfer to Level 1 — (9,637,920 ) (9,637,920 ) Fair value as of March 31, 2021 12,693,420 — 12,693,420 Change in fair value (3,896,720 ) — (3,896,720 ) Fair value as of June 30, 2021 $ 8,796,700 $ — $ 8,796,700 Change in fair value (2,399,100 ) — (2,399,100 ) Transfer to Level 2 (6,397,600 ) — (6,397,600 ) Fair value as of September 30, 202 1 $ — $ — $ — |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Entity incorporation, date of incorporation | Oct. 6, 2020 | ||||
Proceeds From Issuance Of IPO | $ 270,480,000 | ||||
Proceeds from Issuance of Private Placement | 7,270,000 | ||||
Stock ìssuance costs | 15,695,537 | ||||
Underwriting Fees | 5,520,000 | ||||
Deferred underwriting fee | 9,660,000 | ||||
Other offering costs | 515,537 | ||||
Restricted Investments Term | 185 days | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||
Share Price | $ 10 | ||||
Percentage of redeeming shares of public shares | 20.00% | ||||
Interest amount to pay dissolution expenses | $ 100,000 | ||||
Share value to be maintained for the assets available for distribution | $ 10 | ||||
Reduce the amount of funds in the trust account below price per share | $ 10 | ||||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||||
Cash in operating bank accounts | $ 807,853 | $ 0 | |||
Assets Held-in-trust | 276,038,248 | ||||
Working Capital | 863,703 | ||||
Interest Income On Trust Account | $ 38,000 | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||||
Percentage of fair market value of target business to asset held in trust | 80.00% | ||||
Minimum [Member] | Business Combination [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of voting equity interests acquired at the acquisition date | 50.00% | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Share Price | $ 10 | ||||
Adjustment to additional paid in capital stock issuance costs | $ 15,168,938 | ||||
Stock issuance costs charged to income statement | $ 526,599 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | |||
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 | ||
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | |||
Class A Common Stock [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 27,600,000 | ||||
Class A Common Stock [Member] | IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 27,600,000 | ||||
Shares Issued Price Per Share | $ 10 | ||||
Proceeds From Issuance Of IPO | $ 276,000,000 | ||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock Issued During Period Shares | 3,600,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Summary Of Restatement Of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 11, 2021 | Dec. 31, 2020 | |
Class A common stock subject to possible redemption | $ 276,000,000 | $ 276,000,000 | $ 0 | ||||
Additional paid-in capital | 0 | 0 | 24,310 | ||||
Accumulated deficit | (20,113,920) | (20,113,920) | (851) | ||||
Total Stockholders' Equity (Deficit) | $ (20,113,230) | $ (24,175,483) | $ (30,843,543) | $ (24,175,483) | (20,113,230) | $ 24,149 | |
Remeasurement adjustment on redeemable common stock | (31,331,658) | $ 31,331,658 | |||||
Previously Reported [Member] | |||||||
Class A common stock | 292 | 358 | 292 | $ 340 | |||
Additional paid-in capital | 5,137,850 | 11,805,844 | 5,137,850 | 9,968,392 | |||
Accumulated deficit | (138,825) | (6,806,885) | (138,825) | (4,969,420) | |||
Total Stockholders' Equity (Deficit) | 5,000,007 | 5,000,007 | 5,000,007 | 5,000,002 | |||
Sale of 27,600,000 Units, net of underwriter discounts and offering expenses | 251,938,342 | ||||||
Initial value of common stock subject to redemption | (240,156,450) | ||||||
Change in value of common stock subject to redemption | (1,837,470) | 4,830,590 | |||||
Revision of Prior Period, Adjustment [Member] | |||||||
Class A common stock | (292) | (358) | (292) | (340) | |||
Additional paid-in capital | (5,137,850) | (11,805,844) | (5,137,850) | (9,968,392) | |||
Accumulated deficit | (24,037,348) | (24,037,348) | (24,037,348) | (24,037,348) | |||
Total Stockholders' Equity (Deficit) | (29,175,490) | (35,843,550) | (29,175,490) | (34,006,080) | |||
Sale of 27,600,000 Units, net of underwriter discounts and offering expenses | (251,938,342) | ||||||
Initial value of common stock subject to redemption | 240,156,450 | ||||||
Change in value of common stock subject to redemption | 1,837,470 | (4,830,590) | |||||
Remeasurement adjustment on redeemable common stock | (31,331,658) | ||||||
As Restated [Member] | |||||||
Accumulated deficit | (24,176,173) | (30,844,233) | (24,176,173) | (29,006,768) | |||
Total Stockholders' Equity (Deficit) | (24,175,483) | (30,843,543) | (24,175,483) | (29,006,078) | |||
Remeasurement adjustment on redeemable common stock | (31,331,658) | ||||||
Class A Common Stock [Member] | |||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 23,353,846 | |||||
Earnings per share, basic and diluted | $ 0.12 | $ 0.13 | |||||
Class A Common Stock [Member] | Previously Reported [Member] | |||||||
Class A common stock subject to possible redemption | 246,824,510 | 240,156,450 | 246,824,510 | 241,993,920 | |||
Class A Common Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||||||
Class A common stock subject to possible redemption | 29,175,490 | 35,843,550 | 29,175,490 | 34,006,080 | |||
Class A Common Stock [Member] | As Restated [Member] | |||||||
Class A common stock subject to possible redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | |||
Non Redeemable Common Stock [Member] | Previously Reported [Member] | |||||||
Basic and diluted weighted average shares outstanding | 10,484,355 | 8,319,429 | 9,413,919 | ||||
Earnings per share, basic and diluted | $ 0.64 | $ (0.82) | $ (0.01) | ||||
Non Redeemable Common Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||||||
Basic and diluted weighted average shares outstanding | (3,584,355) | (1,834,036) | (2,718,919) | ||||
Earnings per share, basic and diluted | $ (0.45) | $ 0.50 | $ 0.01 | ||||
Non Redeemable Common Stock [Member] | As Restated [Member] | |||||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,485,393 | 6,695,000 | ||||
Earnings per share, basic and diluted | $ 0.19 | $ (0.32) | |||||
Common Stock Subject To Possible Redemption [Member] | Previously Reported [Member] | |||||||
Basic and diluted weighted average shares outstanding | 24,015,645 | 24,199,392 | 24,101,033 | ||||
Common Stock Subject To Possible Redemption [Member] | Revision of Prior Period, Adjustment [Member] | |||||||
Basic and diluted weighted average shares outstanding | 3,584,355 | (9,313,999) | (2,787,700) | ||||
Earnings per share, basic and diluted | $ 0.19 | $ 0.32 | |||||
Common Stock Subject To Possible Redemption [Member] | As Restated [Member] | |||||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 14,885,393 | 21,313,333 | ||||
Earnings per share, basic and diluted | $ 0.19 | $ 0.32 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements - Summary Of Restatement Of Previously Issued Financial Statements (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Stock Issued During Period Shares | 27,600,000 |
Restatement Of Previously Iss_5
Restatement Of Previously Issued Financial Statements - Additional Information (Details) | Sep. 30, 2021USD ($) |
Minimum [Member] | |
Minimum tangible net worth required for compliance | $ 5,000,001 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: Net Income (Loss) minus Net Earnings | ||||
Allocation of net income, as adjusted | $ 4,062,253 | $ 6,668,060 | $ (6,806,034) | $ 3,924,279 |
Common Class A [Member] | ||||
Numerator: Net Income (Loss) minus Net Earnings | ||||
Allocation of net income, as adjusted | $ 3,249,802 | $ 3,043,196 | ||
Denominator: Weighted Average Non-redeemable Common stock | ||||
Basic and diluted weighted average shares outstanding | 27,600,000 | 23,353,846 | ||
Basic and diluted net income per common stock | $ 0.12 | $ 0.13 | ||
Common Class B [Member] | ||||
Numerator: Net Income (Loss) minus Net Earnings | ||||
Allocation of net income, as adjusted | $ 812,451 | $ 881,083 | ||
Denominator: Weighted Average Non-redeemable Common stock | ||||
Basic and diluted weighted average shares outstanding | 6,900,000 | 6,761,538 | ||
Basic and diluted net income per common stock | $ 0.12 | $ 0.13 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 276,000,000 | |
Proceeds allocated to Public Warrants | (8,892,720) | |
Class A common stock issuance costs | 22,438,938 | |
Remeasurement adjustment from carrying value to redemption value | 31,331,658 | |
Class A common stock subject to possible redemption | $ 276,000,000 | $ 276,000,000 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | $ 0 |
FDIC insured amount | $ 250,000 | |
Warrant [Member] | ||
Significant Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,790,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - Class A Common Stock [Member] - $ / shares | Feb. 11, 2021 | Mar. 31, 2021 |
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 27,600,000 | |
Stock Conversion Basis | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 27,600,000 | |
Shares Issued Price Per Share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 3,600,000 | |
Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Shares issuable per warrant | 1 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Proceeds from Issuance of Private Placement | $ 7,270,000 | ||||
Adjustment to fair value of warrants | $ (4,220,700) | $ (4,907,520) | |||
Private Placement [Member] | |||||
Exercise price of warrant | $ 1.61 | $ 1.61 | |||
Class of warrants or rights issue price per share | 1.00% | 1.00% | |||
Class of warrants or rights fair per share | $ 1.61 | $ 1.61 | |||
Adjustment to fair value of warrants | $ 4,441,970 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | |||
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 | $ 1 | |
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | |||
Class A Common Stock [Member] | |||||
Stock Issued During Period Shares | 27,600,000 | ||||
Class A Common Stock [Member] | Public Warrants [Member] | |||||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 08, 2021 | Oct. 06, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
Working Capital Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument converted to warrants, conversion amount | $ 1,500,000 | ||||
Debt instrument, convertible conversion price | $ 1 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Exchange for issuance, shares | 27,600,000 | ||||
Common stock shares outstanding | 27,600,000 | 0 | |||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding | 6,900,000 | 6,900,000 | |||
Subject to forfeiture, shares | 900,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Offering and formation costs | $ 25,000 | ||||
Exchange for issuance, shares | 5,750,000 | ||||
Line of credit facility maximum borrowing capacity | $ 125,000 | ||||
Description Of Initial Stockholders | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Common stock, transfers, threshold trading days | 20 days | ||||
Common stock transfers threshold consecutive trading days | 30 days | ||||
Common stock transfers restriction on number of days from the date of business combination | 150 days | ||||
Sponsor [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock dividend shares | 0.2 | ||||
Common stock shares outstanding | 6,900,000 | ||||
Common stock issued and outstanding percentage | 20.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Feb. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 08, 2021 |
Deferred Fee Per Unit | $ 0.35 | |||
Deferred Underwriting Commissions | $ 9,660,000 | |||
Professional Fees | $ 9,917 | |||
Deferred Success Cost | $ 119,000 | |||
Consulting Agreement [Member] | ||||
Professional Fees | $ 22,989 | $ 72,572 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Sep. 30, 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 |
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 shares issued | 27,600,000 | 0 |
Common stock shares outstanding | 27,600,000 | 0 |
Common stock threshold percentage on conversion of shares | 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 shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Sep. 30, 2021 | Feb. 08, 2021 | Dec. 31, 2020 |
Assets: | |||
Marketable securities held in Trust Account | $ 276,038,248 | $ 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | 276,038,248 | ||
Liabilities: | |||
Warrant Liability – Private Placement Warrants | 6,397,600 | $ 11,711,970 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | $ 4,857,600 | $ 8,892,720 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | $ 20,604,690 | ||||
Change in valuation inputs or other assumptions | $ (4,220,700) | $ (6,855,440) | 1,726,650 | ||
Change in fair value | (4,220,700) | $ (4,907,520) | |||
Ending balance of fair value | 11,255,200 | 15,475,900 | 22,331,340 | 11,255,200 | |
Private Placement Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | [1] | 11,711,970 | |||
Change in valuation inputs or other assumptions | [1] | (2,399,100) | (3,896,720) | 981,450 | |
Ending balance of fair value | [1] | 6,397,600 | 8,796,700 | 12,693,420 | 6,397,600 |
Public Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | 8,892,720 | ||||
Change in valuation inputs or other assumptions | (1,821,600) | (2,958,720) | 745,200 | ||
Change in fair value | 9,637,920 | ||||
Ending balance of fair value | 4,857,600 | 6,679,200 | 9,637,920 | 4,857,600 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | 20,604,690 | ||||
Change in valuation inputs or other assumptions | 1,726,650 | ||||
Transfer to Level 1 | (9,637,920) | ||||
Change in fair value | (2,399,100) | (3,896,720) | |||
Transfer to Level 2 | (6,397,600) | ||||
Ending balance of fair value | 0 | 8,796,700 | 12,693,420 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | 11,711,970 | ||||
Change in valuation inputs or other assumptions | 981,450 | ||||
Change in fair value | (2,399,100) | (3,896,720) | |||
Transfer to Level 2 | (6,397,600) | ||||
Ending balance of fair value | 0 | $ 8,796,700 | 12,693,420 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Initial measurement on February 8, 2021 | 8,892,720 | ||||
Change in valuation inputs or other assumptions | 745,200 | ||||
Transfer to Level 1 | $ (9,637,920) | ||||
Ending balance of fair value | $ 0 | $ 0 | |||
[1] | As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 4), the Company recorded a charge of $4.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statements of operations |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Parenthetical) (Details) - Private Placement [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Nov. 02, 2021 | Feb. 11, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Exercise price of warrant | $ 1.61 | ||
Offering costs | $ 4.4 | ||
Sponsor [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Marketable securities held in Trust Account | $ 276,038,248 | $ 276,038,248 | $ 0 |
Fair value of the Public Warrants | (4,220,700) | (4,907,520) | |
Public Warrants [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of the Public Warrants | 9,637,920 | ||
Private Placement Warrants [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value, liabilities, level 3 to level 2 transfers, amount | 6,397,600 | 6,397,600 | |
Money Market Funds [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Marketable securities held in Trust Account | $ 276,038,248 | $ 276,038,248 |