Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
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 | --12-31 | |
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 $11.50 per share | |
Trading Symbol | NSTC WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 1,291,771 | $ 150,000 | |
Prepaid expenses | |||
Total Current Assets | 1,291,771 | 150,000 | |
Deferred offering costs | 52,500 | ||
Cash and marketable securities held in Trust Account | 400,004,195 | ||
TOTAL ASSETS | 401,295,966 | 202,500 | |
Current liabilities | |||
Accounts payable and accrued expenses | 112,278 | 875 | |
Accrued offering costs | 48,000 | 27,500 | |
Promissory note – related party | 150,000 | ||
Total Current Liabilities | 160,278 | 178,375 | |
Warrant liabilities | 16,252,500 | ||
Deferred underwriting fee payable | 14,000,000 | ||
Total Liabilities | 30,412,778 | 178,375 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption 36,588,318 and no shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | 365,883,180 | ||
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||
Additional paid-in capital | 5,779,443 | 23,994 | |
Accumulated deficit | (780,782) | (875) | |
Total Stockholders' Equity | 5,000,008 | 24,125 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 401,295,966 | 202,500 | |
Common Class A [Member] | |||
Stockholders' Equity | |||
Common stock value | |||
Common Class B [Member] | |||
Stockholders' Equity | |||
Common stock value | [1] | $ 1,006 | $ 1,006 |
[1] | Included up to 62,500 shares of Class B common stock that remained subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 3,411,682 | 0 |
Common stock, shares, outstanding | 3,411,682 | 0 |
Temporary equity shares outstanding | 36,588,318 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares, issued | 10,062,500 | 10,062,500 |
Common stock, shares, outstanding | 10,062,500 | 10,062,500 |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Common stock, shares outstanding, subject to forfeiture | 62,500 | 62,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Operating and formation costs | $ 111,519 | |
Loss from operations | (111,519) | |
Other income (loss): | ||
Interest earned on marketable securities held in Trust Account | 3,951 | |
Change in fair value of warrants | (295,500) | |
Transaction costs incurred at initial public offering | (377,083) | |
Unrealized gain on marketable securities held in Trust Account | 244 | |
Other loss, net | (668,388) | |
Loss before provision for benefit from income taxes | (779,907) | |
Net loss | $ (779,907) | |
Basic and diluted weighted average shares outstanding | shares | 10,136,420 | [1] |
Basic and diluted net loss per share | $ / shares | $ (0.08) | |
Class A common stock subject to possible redemption [Member] | ||
Other income (loss): | ||
Basic and diluted weighted average shares outstanding | shares | 36,628,601 | |
Basic and diluted net loss per share | $ / shares | $ 0 | |
[1] | Included up to 62,500 shares of Class B common stock that remained subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5). |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Over-Allotment Option [Member] | Common Class B [Member] | ||
Common stock, shares outstanding, subject to forfeiture | 62,500 | 62,500 |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholder's Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 24,125 | $ 1,006 | $ 23,994 | $ (875) | ||
Beginning Balance (Shares) at Dec. 31, 2020 | 10,062,500 | |||||
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses | $ 371,365,970 | $ 4,000 | 371,361,970 | |||
Sale of 40,000,000 Units, net of underwriting discounts and offering expenses (Shares) | 5,250,000 | 40,000,000 | 40,000,000 | |||
Class A common stock subject to possible redemption | $ (365,883,180) | $ (3,659) | (365,879,521) | |||
Class A common stock subject to possible redemption (Shares) | (36,588,318) | |||||
Cash paid in excess of fair value of Private Placement Warrants | 273,000 | 273,000 | ||||
Net loss | (779,907) | (779,907) | ||||
Ending Balance at Mar. 31, 2021 | $ 5,000,008 | $ 341 | $ 1,006 | $ 5,779,443 | $ (780,782) | |
Ending Balance (Shares) at Mar. 31, 2021 | 3,411,682 | 10,062,500 |
Condensed Statement of Change_2
Condensed Statement of Changes In Stockholder's Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Stock shares issued during the period shares | 5,250,000 |
Common Class A [Member] | |
Stock shares issued during the period shares | 40,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (779,907) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 295,500 |
Interest earned on marketable securities held in Trust Account | (3,951) |
Transaction costs incurred in connection with IPO | 377,083 |
Unrealized gain on marketable securities held in Trust Account | (244) |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expenses | 111,403 |
Net cash used in operating activities | (116) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (400,000,000) |
Net cash used in investing activities | (400,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 392,000,000 |
Proceeds from sale of Private Warrants | 9,750,000 |
Repayment of promissory note – related party | (150,000) |
Payment of offering costs | (458,113) |
Net cash provided by financing activities | 401,141,887 |
Net Change in Cash | 1,141,771 |
Cash – Beginning of period | 150,000 |
Cash – End of period | 1,291,771 |
Non-Cash investing and financing activities: | |
Initial classification of common stock subject to possible redemption | 366,286,010 |
Change in value of common stock subject to possible redemption | (402,830) |
Deferred offering costs included in accrued offering costs | $ 14,000,000 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Business Description And Basis Of Presentation [Abstract] | |
Description Of Organization And Business Operation | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. 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 media, technology, beauty, e-commerce and As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 were declared 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 includes the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 4. 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 5. 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 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination If the Company is unable to complete a Business Combination by March 4, 2023 (the “Combination Period”) and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement Of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Adjustments As Balance sheet as of March 4, 2021 (audited) Warrant Liability $ — $ 15,957,000 $ 15,957,000 Class A Common Stock Subject to Possible Redemption 382,243,010 (15,957,000 ) 366,286,010 Class A Common Stock 178 159 337 Additional Paid-in 4,999,693 376,924 5,376,617 Accumulated Deficit (875 ) (377,083 ) (377,958 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 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 March 31, 2021 and December 31, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $22,154,030 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $377,083 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations. Cash and Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses and the permanent difference related to the change in fair value of the warrant liabilities. 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. At March 31, 2021, weighted average shares were reduced for the effect of an aggregate of 62,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 8). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 16,416,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,951 Unrealized gain 244 Three Months Less: interest available to be withdrawn for payment of taxes (4,195 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 36,628,601 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (779,907 ) Add: Net loss allocable to Class A Common stock subject to p o — Non-Redeemable $ (779,907 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 Basic and diluted net loss per share, Non-redeemable $ (0.08 ) 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. 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 at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 4. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 5. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. 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 include an aggregate of up to 62,500 shares of Class B common stock that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). 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 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 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 | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIE S 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 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 | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 8. STOCKHOLDER’S 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 basis, an as-converted basis, |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 9. WARRANTS The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five 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 per share for any 20 trading days within a 30-trading day period 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 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 400,004,195 Liabilities: Warrant Liability – Public 3 6,600,000 Warrant Liability – Private Warrants Placement 3 9,652,500 The Warrants were accounted for as liabilities in accordance with ASC 815-40 Initial Measurement The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-sixth The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and at March 31, 2021: Input March 31, 2021 March 4, 2021 Risk-free interest rate 1.13 % 0.91 % Trading days per year 252 252 Expected volatility 15.0 % 15.0 % Probablity of acquisition 90 % 90 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.95 $ 10.00 On March 4, 2021, the Private Placement Warrants and Public Warrants were determined to be $0.972 per warrant for aggregate values of $9.48 million and 6.48 million, respectively. As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $9.65 million and $6.60 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 9,477,000 6,480,000 15,957,000 Change in valuation inputs or other assumptions 175,500 120,000 295,500 Fair value as of March 31, 2021 $ 9,652,500 $ 6,600,000 $ 16,252,500 Level 3 financial liabilities consist of the Public Warrant and Private Placement Warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers out of or into Level 3 from other levels of the fair value hierarchy during the quarter ended March 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. 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) | 3 Months Ended |
Mar. 31, 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 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 March 31, 2021 and December 31, 2020. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $22,154,030 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $377,083 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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 ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses and the permanent difference related to the change in fair value of the warrant liabilities. |
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. At March 31, 2021, weighted average shares were reduced for the effect of an aggregate of 62,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 8). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 16,416,667 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,951 Unrealized gain 244 Three Months Less: interest available to be withdrawn for payment of taxes (4,195 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 36,628,601 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (779,907 ) Add: Net loss allocable to Class A Common stock subject to p o — Non-Redeemable $ (779,907 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 Basic and diluted net loss per share, Non-redeemable $ (0.08 ) |
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. |
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 at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Disclosure of Restatement of Previously Issued Financial Statements | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Adjustments As Balance sheet as of March 4, 2021 (audited) Warrant Liability $ — $ 15,957,000 $ 15,957,000 Class A Common Stock Subject to Possible Redemption 382,243,010 (15,957,000 ) 366,286,010 Class A Common Stock 178 159 337 Additional Paid-in 4,999,693 376,924 5,376,617 Accumulated Deficit (875 ) (377,083 ) (377,958 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,951 Unrealized gain 244 Three Months Less: interest available to be withdrawn for payment of taxes (4,195 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 36,628,601 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (779,907 ) Add: Net loss allocable to Class A Common stock subject to p o — Non-Redeemable $ (779,907 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 Basic and diluted net loss per share, Non-redeemable $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 400,004,195 Liabilities: Warrant Liability – Public 3 6,600,000 Warrant Liability – Private Warrants Placement 3 9,652,500 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and at March 31, 2021: Input March 31, 2021 March 4, 2021 Risk-free interest rate 1.13 % 0.91 % Trading days per year 252 252 Expected volatility 15.0 % 15.0 % Probablity of acquisition 90 % 90 % Exercise price $ 11.50 $ 11.50 Stock Price $ 9.95 $ 10.00 |
Summary of Change in the Fair Value of the Derivative Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 9,477,000 6,480,000 15,957,000 Change in valuation inputs or other assumptions 175,500 120,000 295,500 Fair value as of March 31, 2021 $ 9,652,500 $ 6,600,000 $ 16,252,500 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Mar. 31, 2021 |
Stock shares issued during the period shares | $ 371,365,970 | |
Proceeds from issuance of warrants | 9,750,000 | |
Payment made towards restricted investments | $ 400,000,000 | $ 400,000,000 |
Payments to acquire restricted investments per share | $ 10 | |
Term of restricted investments | 185 days | |
Equity method investment ownership percentage | 50.00% | |
Networth needed post business combination | $ 5,000,001 | |
Estimated expenses payable on dissolution | $ 100,000 | |
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | |
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 | |
Other offering costs | $ 531,113 | |
IPO [Member] | Common Class A [Member] | ||
Stock shares issued during the period shares | $ 40,000,000 | |
Sale of stock issue price per share | $ 10 | |
Proceeds from initial public offering | $ 400,000,000 | |
Over-Allotment Option [Member] | ||
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Stock shares issued during the period shares | $ 5,000,000 | |
Private Placement [Member] | ||
Proceeds from issuance of warrants | $ 9,750,000 | |
Class of warrants or rights issue price per share | $ 1 | |
Class of warrants or rights issue of warrants during the period | 9,750,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Mar. 31, 2021 |
Maximum [Member] | |
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |
Percentage of outstanding shares in favour of tender offer | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Disclosure of Restatement of Previously Issued Financial Statements (Detail) - USD ($) | Mar. 31, 2021 | Mar. 04, 2021 | Dec. 31, 2020 |
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Warrant liability | $ 16,252,500 | $ 15,957,000 | |
Class A Common Stock Subject to Possible Redemption | 365,883,180 | 366,286,010 | |
Additional Paid-in Capital | 5,779,443 | 5,376,617 | $ 23,994 |
Accumulated Deficit | (780,782) | (377,958) | (875) |
Common Class A [Member] | |||
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Class A Common Stock | 337 | ||
As Previously Reported | |||
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Warrant liability | 0 | ||
Class A Common Stock Subject to Possible Redemption | 382,243,010 | ||
Additional Paid-in Capital | 4,999,693 | ||
Accumulated Deficit | (875) | ||
As Previously Reported | Common Class A [Member] | |||
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Class A Common Stock | 178 | ||
Adjustments | |||
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Warrant liability | 15,957,000 | ||
Class A Common Stock Subject to Possible Redemption | (15,957,000) | ||
Additional Paid-in Capital | 376,924 | ||
Accumulated Deficit | (377,083) | ||
Adjustments | Common Class A [Member] | |||
Disclosure of Restatement of Previously Issued Financial Statements [Line Items] | |||
Class A Common Stock | $ 159 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Numerator: Earnings allocable to Class A Common stock subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ 3,951 | |
Unrealized gain on marketable securities held in Trust Account | 244 | |
Less: interest available to be withdrawn for payment of taxes | (4,195) | |
Net income attributable | $ 0 | |
Denominator: Weighted Average Class A Common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption | shares | 10,136,420 | [1] |
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ / shares | $ (0.08) | |
Numerator: Net Loss minus Net Earnings | ||
Net loss | $ (779,907) | |
Add: Net loss allocable to Class A Common stock subject to possible redemption | 0 | |
Non-Redeemable Net Loss | $ (779,907) | |
Denominator: Weighted Average Non-redeemable Common stock | ||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 10,136,420 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (0.08) | |
Class A common stock subject to possible redemption [Member] | ||
Denominator: Weighted Average Class A Common stock subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption | shares | 36,628,601 | |
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ / shares | $ 0 | |
Denominator: Weighted Average Non-redeemable Common stock | ||
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ 0 | |
[1] | Included up to 62,500 shares of Class B common stock that remained subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 1,291,771 | $ 150,000 | |
Unrecognised income tax benefits | 0 | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | 0 | |
Cash insured with federal depository insurance | $ 250,000 | ||
Effective income tax rate reconciliation, percent | 21.00% | ||
Offering costs allocated to warrant liabilities | $ (780,782) | $ (377,958) | (875) |
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 16,416,667 | ||
Cash Equivalents [Member] | |||
Cash and cash equivalents | $ 0 | $ 0 | |
IPO [Member] | |||
Offering costs allocated to warrant liabilities | 377,083 | ||
Offering costs charged to shareholders equity | $ 22,154,030 | ||
Over-Allotment Option [Member] | Common Stock [Member] | |||
Weighted average shares reduced subject to forfeiture of common stock | 62,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 04, 2021 | |
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 | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 50,000,000 | |
Sale of stock issue price per share | $ 10 | |
Common Class A [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 40,000,000 | |
Common Class A [Member] | Public Warrant [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-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 | |
Sale of stock issue price per share | $ 10 | |
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) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Disclosure Of Private Placement [Line Items] | |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Private Placement [Member] | |
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 | $ / shares | $ 1 |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Dec. 18, 2020 | Mar. 31, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | 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 | 10,062,500 | ||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares, outstanding | 3,411,682 | 0 | ||||
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] | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends payable amount per share | $ 0.167 | |||||
Common stock, shares, outstanding | 10,062,500 | |||||
Founder Shares [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares outstanding subject to forfeiture | 62,500 | |||||
Percentage of common stock issued and outstanding after Ipo | 20.00% | |||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, founder shares | 8,625,000 | |||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | |||||
Founder Shares [Member] | Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
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) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / 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 | 50,000,000 |
Common stock shares issued but not subscribed | 250,000 |
Sale of stock issue price per share | $ / shares | $ 10 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | 3 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
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 voting rights | one vote for each share | one vote for each share |
Common stock shares issued | 0 | 3,411,682 |
Common stock shares outstanding | 0 | 3,411,682 |
Temporary equity shares outstanding | 0 | 36,588,318 |
Common Class A [Member] | Future Conversion From Class B To Class A [Member] | ||
Class of Stock [Line Items] | ||
Percentage of the common stock shares outstanding on conversion from one class to another | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share | one vote for each share |
Common stock shares issued | 10,062,500 | 10,062,500 |
Common stock shares outstanding | 10,062,500 | 10,062,500 |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares outstanding subject to forfeiture | 62,500 | 62,500 |
Common Class B [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares outstanding subject to forfeiture | 62,500 | |
Percentage of common stock issued and outstanding after Ipo | 20.00% |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Public Warrants [Member] | |
Warrants [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] | |
Warrants [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] | |
Warrants [Line Items] | |
Period after which the warrants shall become exercisable | 30 days |
Public Warrants [Member] | Twelve Months After Completion Of IPO [Member] | |
Warrants [Line Items] | |
Period after which the warrants shall become exercisable | 12 months |
Public Warrants [Member] | Twenty Days After Business Combination [Member] | |
Warrants [Line Items] | |
Period after which the warrants shall become exercisable | 20 days |
Private Placement Warrants [Member] | |
Warrants [Line Items] | |
Class of warrant or rights lock in period | 30 days |
Event Triggering Warrant Redemption [Member] | |
Warrants [Line Items] | |
Volume weighted average price per share | $ 9.20 |
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | |
Warrants [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] | |
Warrants [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] | |
Warrants [Line Items] | |
Redemption trigger price as a percentage of the newly issued price | 180.00% |
Common Class A [Member] | |
Warrants [Line Items] | |
Number of trading days for determining the fair market value of common stock | 10 days |
Common Class A [Member] | Public Warrants [Member] | Trigger Price One [Member] | |
Warrants [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] | |
Warrants [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] | |
Warrants [Line Items] | |
Class of warrants or right redemption trigger price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Mar. 04, 2021 |
Level 1 [Member] | Marketable securities held in Trust Account [Member] | ||
Assets | ||
Marketable securities held in Trust Account | $ 400,004,195 | |
Level 3 [Member] | Warrant [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 6,600,000 | $ 6,480,000 |
Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 9,652,500 | $ 9,480,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - Level 3 [Member] - Warrant [Member] - $ / shares | Mar. 04, 2021 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Risk-free interest rate | 0.91% | 1.13% |
Trading days per year | 252 days | 252 days |
Expected volatility | 15.00% | 15.00% |
Probablity of acquisition | 90.00% | 90.00% |
Exercise price | $ 11.50 | $ 11.50 |
Stock Price | $ 10 | $ 9.95 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 1, 2021 | $ 0 |
Initial measurement on March 4, 2021 | 6,480,000 |
Change in valuation inputs or other assumptions | 120,000 |
Fair value as of March 31, 2021 | 6,600,000 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 1, 2021 | 0 |
Initial measurement on March 4, 2021 | 9,477,000 |
Change in valuation inputs or other assumptions | 175,500 |
Fair value as of March 31, 2021 | 9,652,500 |
Warrant Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 1, 2021 | 0 |
Initial measurement on March 4, 2021 | 15,957,000 |
Change in valuation inputs or other assumptions | 295,500 |
Fair value as of March 31, 2021 | $ 16,252,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Level 3 [Member] - Warrant [Member] - USD ($) | Mar. 31, 2021 | Mar. 04, 2021 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities per share value | $ 0.972 | |
Warrant liabilities outstanding at fair value | $ 9,652,500 | $ 9,480,000 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities per share value | $ 0.972 | |
Warrant liabilities outstanding at fair value | $ 6,600,000 | $ 6,480,000 |