Cover page
Cover page - shares | 1 Months Ended | |
Dec. 31, 2020 | Apr. 20, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Northern Star Investment Corp. III | |
Entity Central Index Key | 0001835817 | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | NSTC | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant | |
Trading Symbol | NSTC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | NSTC WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2020USD ($) | |
ASSETS | ||
Current asset – Cash | $ 150,000 | |
Deferred offering costs | 52,500 | |
TOTAL ASSETS | 202,500 | |
Current liabilities | ||
Accrued expenses | 875 | |
Accrued offering costs | 27,500 | |
Promissory note – related party | 150,000 | |
Total Liabilities | 178,375 | |
Commitments and contingencies | ||
Stockholder's Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 23,994 | |
Accumulated deficit | (875) | |
Total Stockholder's Equity | 24,125 | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | 202,500 | |
Common Class A [Member] | ||
Stockholder's Equity | ||
Common stock value | ||
Common Class B [Member] | ||
Stockholder's Equity | ||
Common stock value | $ 1,006 | [1] |
[1] | Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 01, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, shares, issued | 0 | ||
Preferred stock, shares, outstanding | 0 | ||
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Common stock, shares, outstanding | 10,062,500 | 10,062,500 | |
Dividend payable amount per share | $ 0.167 | $ 0.167 | |
Common stock shares outstanding | 10,062,500 | 10,062,500 | |
Over-Allotment Option [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock, shares, outstanding | 10,000,000 | ||
Common stock shares outstanding | 10,000,000 | ||
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 125,000,000 | ||
Common stock, shares, issued | 0 | ||
Common stock, shares, outstanding | 0 | ||
Common stock shares outstanding | 0 | ||
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 25,000,000 | ||
Common stock, shares, issued | 10,062,500 | ||
Common stock, shares, outstanding | 10,062,500 | ||
Common stock shares outstanding | 10,062,500 | ||
Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 62,500 | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 1,312,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 1 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Formation and operating costs | $ 875 | |
Net loss | $ (875) | |
Weighted average shares outstanding, basic and diluted | shares | 8,750,000 | [1] |
Basic and diluted net loss per common share | $ / shares | $ 0 | |
[1] | Excluded an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend. |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) - $ / shares | Mar. 01, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Dividend payable amount per share | $ 0.167 | $ 0.167 | |
Common stock shares outstanding | 10,062,500 | 10,062,500 | |
Common Class B [Member] | |||
Common stock shares outstanding | 10,062,500 | ||
Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 62,500 | ||
Over-Allotment Option [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock shares outstanding | 10,000,000 | ||
Over-Allotment Option [Member] | Common Class B [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 1,312,500 |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholder's Equity - 1 months ended Dec. 31, 2020 - USD ($) | Total | Common Stock [Member]Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | ||
Beginning Balance at Nov. 29, 2020 | ||||||
Beginning Balance (Shares) at Nov. 29, 2020 | ||||||
Issuance of Class B common stock to Sponsor | [1] | $ 25,000 | $ 1,006 | 23,994 | 0 | |
Issuance of Class B common stock to Sponsor (Shares) | 5,250,000 | 10,062,500 | [1] | |||
Net loss | $ (875) | (875) | ||||
Ending Balance at Dec. 31, 2020 | $ 24,125 | $ 1,006 | $ 23,994 | $ (875) | ||
Ending Balance (Shares) at Dec. 31, 2020 | 10,062,500 | |||||
[1] | Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend. |
Condensed Statement of Change_2
Condensed Statement of Changes In Stockholder's Equity (Parenthetical) - $ / shares | Mar. 01, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Dividend payable amount per share | $ 0.167 | $ 0.167 | |
Common stock shares outstanding | 10,062,500 | 10,062,500 | |
Common Class B [Member] | |||
Common stock shares outstanding | 10,062,500 | ||
Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 62,500 | ||
Over-Allotment Option [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Common stock shares outstanding | 10,000,000 | ||
Over-Allotment Option [Member] | Common Class B [Member] | |||
Common stock, shares outstanding, subject to forfeiture | 1,312,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (875) |
Changes in operating assets and liabilities: | |
Accrued expenses | 875 |
Net cash used in operating activities | 0 |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from promissory note – related party | 150,000 |
Payment of offering costs | (25,000) |
Net cash provided by financing activities | 150,000 |
Net Change in Cash | 150,000 |
Cash — Beginning | 0 |
Cash — Ending | 150,000 |
Non-Cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | $ 27,500 |
Description of Organization and
Description of Organization and Business Operations | 1 Months Ended |
Dec. 31, 2020 | |
Business Description And Basis Of Presentation [Abstract] | |
Description Of Organization And Business Operation | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. III (the “Company”) was incorporated in Delaware on November 30, 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 although it intends to focus on target businesses in the direct-to-consumer e-commerce As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The registration statements for the Company’s Initial Public Offering became effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star III Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Transaction costs amounted to $22,531,113, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $531,113 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 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 selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares have agreed (a) to waive their conversion rights with respect to their Founder Shares and Public Shares held by them 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 within the required time period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by 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 a per-share price, The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plan Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses of approximately $1.5 million was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statements were issued, and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. 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 prospectus for its Initial Public Offering as filed with the SEC on March 3, 2021, as well as the Company’s Current Report on Form 8-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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through December 31, 2020, that are directly related to the Initial Public Offering. As of December 31, 2020, there were $52,500 of deferred offering costs recorded in the accompanying condensed balance sheet. Offering costs amounting to $22,531,113 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from November 30, 2020 (inception) through December 31, 2020. Net Income Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,312,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 has not experienced losses on this 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 condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 1 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-sixth of |
Private Placement
Private Placement | 1 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 1 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2020, the Company’s sponsor purchased an aggregate of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On March 1, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 62,500 shares of Class B common stock that remained subject to forfeiture by the Sponsor following the underwriter’s election to partially exercise their over-allotment option. The underwriters’ remaining over-allotment option expired unexercised on April 18, 2021 and, therefore, 62,500 Founder Shares were forfeited, resulting in 10,000,000 Founder Shares outstanding. The holders of Founder Shares have agreed, 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 day Promissory Note — Related Party On November 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants. |
Commitments and contingencies
Commitments and contingencies | 1 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 1, 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 are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 1 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7. STOCKHOLDER’S EQUITY Preferred Stock $0.0001 Class A Common Stock shares 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 basis, an as-converted basis, Warrants — The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 within a 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $ 0.10 • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period |
Subsequent Events
Subsequent Events | 1 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8. 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 and described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 12, 2021, the SEC issued guidance stating that it is the SEC’s position that special purchase acquisition companies, such as the Company, should account for warrants on their balance sheet as liabilities. Any such requirement or change will not affect the financial statements presented in this Quarterly Report on Form 10-Q, because the Company had not consummated its Initial Public Offering and had not issued any warrants during the period ended December 31, 2020. The Company determined that, at the date of the Company’s Initial Public Offering on March 4, 2021, the value of the warrants should be reclassified from temporary equity to liability. Subsequent changes in the fair value of the liability will be recorded in the Company’s statement of operations. In addition, the Company determined that its previously filed registration statement on Form S-1 and its final prospectus filed prior to the Company’s Initial Public Offering did not contain the effect of the liability accounting in the Capitalization table and its related disclosures. The Company is evaluating the materiality of the error and assessing the impact on its Form 8-K filed on March 10, 2021, in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statement,” which is expected to be completed prior to the Company’s filing of its next Quarterly Report on Form 10-Q. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 3, 2021, as well as the Company’s Current Report on Form 8-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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through December 31, 2020, that are directly related to the Initial Public Offering. As of December 31, 2020, there were $52,500 of deferred offering costs recorded in the accompanying condensed balance sheet. Offering costs amounting to $22,531,113 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from November 30, 2020 (inception) through December 31, 2020. |
Net Income Per Common Share | Net Income Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,312,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
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 $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Dec. 31, 2020 | |
Stock shares issued during the period shares | [1] | $ 25,000 | |
Equity method investment ownership percentage | 50.00% | ||
Networth needed post business combination | $ 5,000,001 | ||
Estimated expenses payable on dissolution | $ 100,000 | ||
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | ||
Noninterest Expense Offering Cost | $ 1,500,000 | ||
Maximum [Member] | |||
Per share amount to be maintained in the trust account | $ 10 | ||
Minimum [Member] | |||
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount | 80.00% | ||
Percentage Of The Fair Value Of Assets In The Trust Account Of The Prospective Acquiree Excluding Deferred Underwriting Commission And Discount No Longer Required For Market Value Test | 80.00% | ||
Temporary equity redemption price per share | $ 10 | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Common Class A [Member] | |||
Percentage of the public shareholding eligible for transfer without restrictions | 20.00% | ||
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100.00% | ||
IPO [Member] | |||
Sale of stock issue price per share | $ 10 | ||
Adjustments to additional paid in capital stock issuance costs | $ 22,531,113 | ||
Underwriting fee | 8,000,000 | ||
Deferred underwriting fee payable | 14,000,000 | ||
Private Placement [Member] | |||
Proceeds from issuance of warrants | $ 9,750,000 | ||
Class of warrants or rights issue price per share | $ 1 | ||
Class of warrants or rights issue of warrants during the period | 9,750,000 | ||
Subsequent Event [Member] | |||
Payment made towards restricted investments | $ 400,000,000 | ||
Payments to acquire restricted investments per share | $ 10 | ||
Term of restricted investments | 185 days | ||
Subsequent Event [Member] | IPO [Member] | |||
Other offering costs | $ 531,113 | ||
Subsequent Event [Member] | IPO [Member] | Common Class A [Member] | |||
Stock shares issued during the period shares | $ 40,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offering | $ 400,000,000 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock shares issued during the period shares | $ 5,000,000 | ||
[1] | Included an aggregate of up to 1,312,500 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 25, 2021, the Company effected a stock dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding (see Note 5). All share and per share amounts have been retroactively restated to reflect the stock dividend. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Dec. 31, 2020 | Nov. 29, 2020 | |
Deferred offering costs | $ 52,500 | |
Cash and cash equivalents | 150,000 | $ 0 |
Unrecognised income tax benefits | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | |
Cash insured with federal depository insurance | 250,000 | |
Cash Equivalents [Member] | ||
Cash and cash equivalents | 0 | |
IPO [Member] | ||
Deferred offering costs | 52,500 | |
Adjustments to additional paid in capital stock issuance costs | $ 22,531,113 | |
Over-Allotment Option [Member] | Common Stock [Member] | ||
Weighted average shares reduced subject to forfeiture of common stock | 1,312,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | 1 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering Disclosure [Line Items] | |
Stock shares issued during the period shares | 5,250,000 |
IPO [Member] | |
Initial Public Offering Disclosure [Line Items] | |
Sale of stock issue price per share | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering Disclosure [Line Items] | |
Stock shares issued during the period shares | 5,000,000 |
Common Class A [Member] | Public Warrant [Member] | |
Initial Public Offering Disclosure [Line Items] | |
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-sixth of one redeemable warrant (“Public Warrant”). |
Common Class A [Member] | IPO [Member] | |
Initial Public Offering Disclosure [Line Items] | |
Stock shares issued during the period shares | 40,000,000 |
Common Class A [Member] | Over-Allotment Option [Member] | |
Initial Public Offering Disclosure [Line Items] | |
Stock shares issued during the period shares | 5,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] | 1 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue of warrants during the period | shares | 9,750,000 |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Class of warrants or rights exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 01, 2021 | Dec. 18, 2020 | Dec. 31, 2020 | Jan. 25, 2021 | Nov. 30, 2020 |
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $ 150,000 | ||||
Debt outstanding amount | $ 150,000 | ||||
Debt instrument maturity date | Jun. 30, 2021 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,062,500 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 0 | ||||
Over-Allotment Option [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding subject to forfeiture | 1,312,500 | ||||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period after consummation of business combination within which shares shall not be transferred | 1 year | ||||
Number of consecutive trading days for determining the share price | 20 days | ||||
Number of trading days | 30 days | ||||
Founder Shares [Member] | Restriction Period One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | ||||
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Dividends payable amount per share | $ 0.167 | $ 0.167 | |||
Common stock, shares, outstanding | 10,062,500 | 10,062,500 | |||
Founder Shares [Member] | Common Class B [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding subject to forfeiture | 62,500 | ||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, founder shares | 8,625,000 | ||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | ||||
Founder Shares [Member] | Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Founder Shares [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,000,000 | ||||
Forfeited shares | 62,500 | ||||
Warrant [Member] | Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument conversion amount | $ 1,500,000 | ||||
Debt conversion price per share | $ 1 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Detail) | 1 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Commitments [Line Items] | |
Options granted to the underwriters term | 45 days |
Stock shares issued during the period shares | 5,250,000 |
Deferred underwriting fee per unit | $ / shares | $ 0.35 |
Payments for underwriting expenses | $ | $ 14,000,000 |
Over-Allotment Option [Member] | |
Commitments [Line Items] | |
Stock shares issued during the period shares | 5,000,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jan. 25, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of days after the business combination within which registration shall be made | 15 days | ||
Additional commencing period after which the warrants shall become excercisable | 90 days | ||
Period within which registration statement shall be effective after closure of business combination | 60 days | ||
Public Warrants [Member] | Three Business Days [Member] | |||
Class of Stock [Line Items] | |||
Grace period of warrants exercisable before notice of redemption send to warrant holders | 3 days | ||
Public Warrants [Member] | Thirty Days After Business Combination [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants shall become exercisable | 30 days | ||
Public Warrants [Member] | Twelve Months After Completion Of IPO [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants shall become exercisable | 12 months | ||
Public Warrants [Member] | Twenty Days After Business Combination [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants shall become exercisable | 20 days | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or rights lock in period | 30 days | ||
Event Triggering Warrant Redemption [Member] | |||
Class of Stock [Line Items] | |||
Volume weighted average price per share | $ 9.20 | ||
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Sale of stock issue price per share | $ 9.20 | ||
Proceeds from equity from business combination as a percentage of total equity proceeds | 60.00% | ||
Number of trading days | 20 days | ||
Class of warrants or rights term | 5 years | ||
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | Trigger Price One [Member] | |||
Class of Stock [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 115.00% | ||
Class of warrants or right redemption trigger price | $ 18 | ||
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | Trigger Price Two [Member] | |||
Class of Stock [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 180.00% | ||
Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Number of trading days | 30 days | ||
Founder Shares [Member] | Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 10,000,000 | ||
Founder Shares [Member] | Subsequent Event [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 10,062,500 | 10,062,500 | |
Dividend payable amount per share | $ 0.167 | $ 0.167 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 125,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock voting rights | one vote for each share | ||
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common Class A [Member] | Public Warrants [Member] | Trigger Price One [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights redemption per share | $ 0.01 | ||
Minimum number of days of notice to be given to warrant holders for redemption | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | Trigger Price Two [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights redemption per share | $ 0.10 | ||
Minimum number of days of notice to be given to warrant holders for redemption | 30 days | ||
Common Class A [Member] | Private Placement Warrants [Member] | Trigger Price Two [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or right redemption trigger price | $ 10 | ||
Common Class A [Member] | Future Conversion From Class B To Class A [Member] | |||
Class of Stock [Line Items] | |||
Percentage of the common stock shares outstanding on conversion from one class to another | 20.00% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 25,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock voting rights | one vote for each share | ||
Common stock shares issued | 10,062,500 | ||
Common stock shares outstanding | 10,062,500 | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding subject to forfeiture | 1,312,500 | ||
Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding subject to forfeiture | 62,500 |