Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Orion Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001836129 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40139 | |
Entity Interactive Data Current | Yes | |
Class A common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 41,400,000 | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 1,014,063 | ||
Prepaid expenses | 1,202,783 | 15,000 | |
Total current assets | 2,216,846 | 15,000 | |
Investments held in Trust Account | 414,003,742 | ||
Deferred offering costs | 321,820 | ||
Total Assets | 416,220,588 | 336,820 | |
Current liabilities: | |||
Accounts payable | 21,428 | 19,570 | |
Due to related party | 2,985 | ||
Accrued expenses | 84,833 | 250,000 | |
Franchise tax payable | 48,817 | 918 | |
Note payable - related party | 52,250 | ||
Total current liabilities | 158,063 | 322,738 | |
Deferred underwriting commissions | 14,490,000 | ||
Derivative warrant liabilities | 21,845,330 | ||
Total Liabilities | 36,493,393 | 322,738 | |
Commitments and Contingencies | |||
Class A common stock, $0.0001 par value; 37,472,719 and 0 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 374,727,190 | ||
Stockholders’ Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 2,850,236 | 23,965 | |
Retained earnings/(accumulated deficit) | 2,148,341 | (10,918) | |
Total stockholders’ equity | 5,000,005 | 14,082 | |
Total Liabilities and Stockholders’ Equity | 416,220,588 | 336,820 | |
Class A common stock | |||
Stockholders’ Equity: | |||
Common stock value | 393 | ||
Total stockholders’ equity | 393 | ||
Class B common stock | |||
Stockholders’ Equity: | |||
Common stock value | [1] | 1,035 | 1,035 |
Total stockholders’ equity | $ 1,035 | $ 1,035 | |
[1] | Includes up to 1,350,000 shares of Class B common stock subject to forfeiture as of December 31, 2020. On March 4, 2021, the underwriter exercised the over-allotment option; thus, these 1,350,000 shares of Class B common stock were no longer subject to forfeiture (see Note 4). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A common stock | ||
Class A common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Subject to possible redemption shares | 37,472,719 | 0 |
Class A common stock, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,927,281 | 0 |
Common stock, shares outstanding | 3,927,281 | 0 |
Class B common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,350,000 | 10,350,000 |
Common stock, shares outstanding | 10,350,000 | 10,350,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 111,269 |
General and administrative expenses - related party | 10,000 |
Franchise tax expenses | 48,839 |
Total operating expenses | (170,108) |
Other income (expense) | |
Financing costs - derivative warrant liabilities | (815,795) |
Change in fair value of derivative warrant liabilities | 3,141,420 |
Gain on investments held in Trust Account | 3,742 |
Earnings before income tax expense | 2,159,259 |
Income tax expense | |
Net income | $ 2,159,259 |
Class A Common Stock | |
Other income (expense) | |
Weighted average shares outstanding (in Shares) | shares | 41,400,000 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | |
Class B Common Stock | |
Other income (expense) | |
Weighted average shares outstanding (in Shares) | shares | 9,420,000 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0.23 |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Changes in Stockholders’ Equity - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Retained Earnings/ (Accumulated Deficit) | Total | |
Balance at Dec. 31, 2020 | $ 1,035 | $ 23,965 | $ (10,918) | $ 14,082 | ||
Balance (in Shares) at Dec. 31, 2020 | 10,350,000 | [1] | ||||
Sale of units in initial public offering, less fair value of public warrants | $ 4,140 | 400,015,860 | 400,020,000 | |||
Sale of units in initial public offering, less fair value of public warrants (in Shares) | 41,400,000 | [1] | ||||
Offering costs | (22,739,396) | (22,739,396) | ||||
Excess of cash received over fair value of private placement warrants | 273,250 | 273,250 | ||||
Common stock subject to possible redemption | $ (3,747) | (374,723,443) | (374,727,190) | |||
Common stock subject to possible redemption (in Shares) | (37,472,719) | |||||
Net income | $ 0 | 2,159,259 | 2,159,259 | |||
Balance at Mar. 31, 2021 | $ 393 | $ 1,035 | $ 2,850,236 | $ 2,148,341 | $ 5,000,005 | |
Balance (in Shares) at Mar. 31, 2021 | 3,927,281 | 10,350,000 | [1] | |||
[1] | Includes up to 1,350,000 shares of Class B common stock subject to forfeiture as of December 31, 2020. On March 4, 2021, the underwriter exercised the over-allotment option; thus, these 1,350,000 shares of Class B common stock were no longer subject to forfeiture (see Note 4) |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 2,159,259 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (3,141,420) |
Financing costs - derivative warrant liabilities | 815,795 |
General and administrative expenses paid by related party under promissory note | 3,456 |
Gain on investments held in Trust Account | (3,742) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,193,283) |
Accounts payable | 4,120 |
Due to related party | 2,985 |
Accrued expenses | 4,833 |
Franchise tax payable | 47,899 |
Net cash used in operating activities | (1,300,098) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (135,794) |
Proceeds received from initial public offering, gross | 414,000,000 |
Proceeds received from private placement | 11,280,000 |
Offering costs paid | (8,830,045) |
Net cash provided by financing activities | 416,314,161 |
Net increase in cash | 1,014,063 |
Cash - beginning of the period | |
Cash - end of the period | 1,014,063 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 17,308 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by through note payable - related party | 60,518 |
Usage of prepaid offering costs | 5,500 |
Outstanding accounts payable paid by related party under promissory note | 19,570 |
Deferred underwriting commissions | 14,490,000 |
Initial value of Class A common stock subject to possible redemption | 371,668,010 |
Change in value of Class A common stock subject to possible redemption | $ 3,059,180 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Organization and General Orion Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 25, 2020, 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 an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from November 25, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the preparation for the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $22.7 million, of which approximately $816,000 was for financing costs - derivative warrant liabilities and approximately $14.5 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,520,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $11.3 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). 5 The Company will provide the holders of the 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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“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. 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 in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. 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 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (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 Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.0 million in its operating bank account and working capital of approximately $2.1 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses and offering costs in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $136,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 3, 2021. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of March 4, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction would have resulted in an approximately $25.0 million increase to the derivative warrant liabilities line item at issuance on March 4, 2021 and an offsetting decrease to the Class A common stock subject to possible redemption recorded within the mezzanine equity line item. There would have been no change to total stockholders’ equity as previously reported. Furthermore, management does not believe that a reader’s ability to understand the key aspects of the Company’s financial position or operations that might be pertinent to an investment decision have been affected as a result of any such potential correction. Therefore, after consideration and deliberation of the matters discussed above, management has concluded that the correction to the March 4, 2021 balance sheet does not require a restatement. Instead, the correction was recorded as part of the activity within the Statement of Changes in Stockholders’ Equity in the three months ended March 31, 2021 as reported herein. 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed 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 has no cash equivalents held outside the Trust Account as of March 31, 2021 and has no cash equivalents held outside the Trust Account as of December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. U.S. 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 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 10,350,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,520,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $816,000 is included in financing costs - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $22.7 million is included in stockholders’ equity. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 37,472,719 and 0 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement since the average market price of the Company’s stock for the three months ended March 31, 2021 was below the warrants’ $11.50 exercise price. As a result, diluted income per share of common stock is the same as basic net income per share of common stock for the period presented. The Company’s unaudited condensed statement of operations includes a presentation of net income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share of common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on marketable securities held in the Trust Account of approximately $4,000, net of approximately $4,000 in franchise tax obligations, resulting in income of $0 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net income per common stock, basic and diluted for Class B common stock is calculated by dividing the net income of approximately $2.2 million, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2021, income tax expense for the period was deemed to be de minimus. The Company follows the asset and liability method of accounting for income taxes under FASB 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. As of March 31, 2021, the Company had deferred tax assets of approximately $35,000 with a full valuation allowance recorded against it. Deferred tax assets were deemed immaterial as of December 31, 2020. 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. There were no unrecognized tax benefits as of March 31, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 or 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | 3. Initial Public Offering On March 4, 2021, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.5 million, of which approximately $14.5 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On December 9, 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses and offering costs on behalf of the Company in exchange for issuance of 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization of 1,725,000 shares of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock issued and outstanding. The Initial Stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter exercised the over-allotment option; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,520,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $11.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 4, 2021, the Company had borrowed approximately $136,000 under the Note. On March 8, 2021, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.25 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, there were no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company incurred $10,000 in expenses in connection with such services during the three months ended March 31, 2021 as reflected in the accompanying unaudited condensed statement of operation and included in accrued expenses on the condensed balance sheet. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Registration Rights The Initial Stockholders and holders of the Private Placement Warrants were entitled to registration rights pursuant to a registration rights agreement. The Initial Stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on March 4, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $14.5 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | 6. Derivative Warrant Liabilities There were no warrants outstanding as of December 31, 2020. As of March 31, 2021, there were 10,350,000 Public Warrants and 7,520,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. 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 Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial 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 warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, 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 the 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 shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per shares of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Preferred stock Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business Combination). Holders of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Assets: Investments held in Trust Account $ 414,003,742 $ - $ - Liabilities: Public derivative warrant liabilities $ - $ - $ 12,198,670 Private derivative warrant liabilities $ - $ - $ 9,646,660 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Volatility 20.7 % 18.2 % Stock price $ 9.66 $ 9.71 Expected life of the options to convert 6.58 6.50 Risk-free rate 1.12 % 1.28 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants 24,986,750 Change in fair value of derivative warrant liabilities (3,141,420 ) Derivative warrant liabilities at March 31, 2021 $ 21,845,330 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company does not currently have taxable income but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: March 31, Current Federal $ (9,470 ) State $ - Deferred Federal (25,261 ) State - Valuation allowance 34,731 Income tax provision $ - The Company’s net deferred tax assets are as follows: March 31, Deferred tax assets: Start-up/Organization costs $ 25,261 Net operating loss carryforwards 9,470 Total deferred tax assets 34,731 Valuation allowance (34,731 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of March 31, 2021, the valuation allowance was approximately $35,000. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: March 31, Statutory federal income tax rate 21.00 % Meals & entertainment 0.01 % Financing costs– derivative warrant liabilities 7.93 % Change in fair value of warrant liabilities (30.55 )% Change in valuation allowance 1.61 % Income tax expense 0.00 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 3, 2021. In April 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of March 4, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction would have resulted in an approximately $25.0 million increase to the derivative warrant liabilities line item at issuance on March 4, 2021 and an offsetting decrease to the Class A common stock subject to possible redemption recorded within the mezzanine equity line item. There would have been no change to total stockholders’ equity as previously reported. Furthermore, management does not believe that a reader’s ability to understand the key aspects of the Company’s financial position or operations that might be pertinent to an investment decision have been affected as a result of any such potential correction. Therefore, after consideration and deliberation of the matters discussed above, management has concluded that the correction to the March 4, 2021 balance sheet does not require a restatement. Instead, the correction was recorded as part of the activity within the Statement of Changes in Stockholders’ Equity in the three months ended March 31, 2021 as reported herein. |
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed 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 has no cash equivalents held outside the Trust Account as of March 31, 2021 and has no cash equivalents held outside the Trust Account as of December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. 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 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 10,350,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,520,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Public Offering have been measured at fair value using a Monte Carlo simulation model. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $816,000 is included in financing costs - derivative warrant liabilities in the unaudited condensed statement of operations and approximately $22.7 million is included in stockholders’ equity. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 37,472,719 and 0 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement since the average market price of the Company’s stock for the three months ended March 31, 2021 was below the warrants’ $11.50 exercise price. As a result, diluted income per share of common stock is the same as basic net income per share of common stock for the period presented. The Company’s unaudited condensed statement of operations includes a presentation of net income per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share of common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on marketable securities held in the Trust Account of approximately $4,000, net of approximately $4,000 in franchise tax obligations, resulting in income of $0 for the three months ended March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net income per common stock, basic and diluted for Class B common stock is calculated by dividing the net income of approximately $2.2 million, less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2021, income tax expense for the period was deemed to be de minimus. The Company follows the asset and liability method of accounting for income taxes under FASB 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. As of March 31, 2021, the Company had deferred tax assets of approximately $35,000 with a full valuation allowance recorded against it. Deferred tax assets were deemed immaterial as of December 31, 2020. 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. There were no unrecognized tax benefits as of March 31, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 or 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company’s assets that are measured at fair value on a recurring basis | Description Quoted Significant Significant Assets: Investments held in Trust Account $ 414,003,742 $ - $ - Liabilities: Public derivative warrant liabilities $ - $ - $ 12,198,670 Private derivative warrant liabilities $ - $ - $ 9,646,660 |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | As of As of Volatility 20.7 % 18.2 % Stock price $ 9.66 $ 9.71 Expected life of the options to convert 6.58 6.50 Risk-free rate 1.12 % 1.28 % Dividend yield 0.00 % 0.00 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Warrants 24,986,750 Change in fair value of derivative warrant liabilities (3,141,420 ) Derivative warrant liabilities at March 31, 2021 $ 21,845,330 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the income tax provision (benefit) | March 31, Current Federal $ (9,470 ) State $ - Deferred Federal (25,261 ) State - Valuation allowance 34,731 Income tax provision $ - |
Schedule of the Company’s net deferred tax assets | March 31, Deferred tax assets: Start-up/Organization costs $ 25,261 Net operating loss carryforwards 9,470 Total deferred tax assets 34,731 Valuation allowance (34,731 ) Deferred tax asset, net of allowance $ - |
Schedule of a reconciliation of the statutory federal income tax rate (benefit) | March 31, Statutory federal income tax rate 21.00 % Meals & entertainment 0.01 % Financing costs– derivative warrant liabilities 7.93 % Change in fair value of warrant liabilities (30.55 )% Change in valuation allowance 1.61 % Income tax expense 0.00 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 04, 2021 | Mar. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 9.66 | $ 9.71 |
Gross proceeds of initial public offering | $ 414,000,000 | |
Offering costs | 8,830,045 | |
Gross proceeds of initial private placement | $ 11,280,000 | |
Business combination fair market trust account percentage | 80.00% | |
Business combination acquires percentage | 50.00% | |
Business combination, description | (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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). | |
Net tangible assets | $ 5,000,001 | |
Restricted and redeeming aggregate percentage | 15.00% | |
Redeem of public shares percentage | 100.00% | |
Residual assets distribution per share (in Dollars per share) | $ 10 | |
Liquidation of trust account description | (i) $10.00 per Public Share and (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 Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the independent registered public accounting firm), 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. | |
Operating bank account | $ 1,000,000 | |
Working capital | 2,100,000 | |
Contribution from sponsor | 25,000 | |
Loan from sponsor | $ 136,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 41,400,000 | |
Gross proceeds of initial public offering | $ 414,000,000 | |
Offering costs | 22,700,000 | |
Financing costs - derivative warrant liabilities | 816,000 | |
Deferred underwriting commissions | $ 14,500,000 | |
Business combination, description | (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |
Over-Allotment [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 5,400,000 | |
Share price (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 10 | |
Gross proceeds of initial public offering | $ 414,000,000 | |
Warrants shares, issued (in Shares) | 7,520,000 | |
Price per warrant (in Dollars per share) | $ 1.50 | |
Gross proceeds of initial private placement | $ 11,300,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Derivative warrant liabilities | $ 25,000,000 | ||
Federal depository insurance coverage amount | $ 250,000 | ||
Common stock subject to possible redemption (in Shares) | 37,472,719 | 0 | |
Exercise price per share (in Dollars per share) | $ 11.50 | ||
Net income | $ 2,159,259 | ||
Deferred tax assets | $ 35,000 | ||
IPO [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued (in Shares) | 10,350,000 | 41,400,000 | |
Offering cost | $ 816,000 | ||
Derivative warrant liabilities | $ 22,700,000 | ||
Private Placement [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued (in Shares) | 7,520,000 | ||
Class A Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Common stock subject to possible redemption (in Shares) | 37,472,719 | ||
Marketable securities held in the Trust Account | $ 4,000 | ||
Net of tax obligations | 4,000 | ||
Net income | 0 | ||
Class B Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Net income | |||
Net income | $ 2,200,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 04, 2021 | Mar. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Offering cost | $ 14,500,000 | |
Initial Public offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued for initial public offering (in Shares) | 41,400,000 | 10,350,000 |
Additional shares | $ 414,000,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Offering cost | $ 23,500,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Additional shares | $ 5,400,000 | |
Common Class A [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrant per share (in Dollars per share) | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 04, 2021 | Dec. 09, 2020 | Mar. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Initial public offering pursuant to promissory note | $ 300,000 | |||||
Company borrowing | $ 136,000 | |||||
Working capital loans | $ 2,250,000 | |||||
Warrant price per share | $ 1.50 | |||||
Office space and administrative support expenses | $ 10,000 | |||||
Service fees | $ 10,000 | |||||
Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock shares par value per share | $ 11.50 | |||||
Private placement warrants, shares | 7,520,000 | |||||
Warrants price per share | $ 1.50 | |||||
Gross proceeds | $ 11,300,000 | |||||
Business combination warrants days | 30 days | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate founder shares | $ 25,000 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Offering costs | 8,625,000 | |||||
Common stock shares par value per share | $ 0.0001 | $ 0.0001 | ||||
Effected capitalization of shares | 1,725,000 | |||||
Common stock shares issued | 10,350,000 | 10,350,000 | ||||
Common stock shares outstanding | 10,350,000 | 10,350,000 | ||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock shares par value per share | $ 0.0001 | |||||
Common stock shares issued | 10,350,000 | |||||
Common stock shares outstanding | 10,350,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Forfeiture of founder shares | 1,350,000 | |||||
Issued and outstanding of founder shares percentage | 20.00% | |||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Forfeiture of founder shares | 1,350,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting agreement, description | The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $14.5 million in the aggregate |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase additional units (in Shares) | 5,400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Total equity proceeds, percentage | 60.00% | |
Market value and newly issued price, per share percentage | 180.00% | |
Redemption trigger price per share | $ 18 | |
Redemption of equals warrant exceeds (in Dollars) | $ 10 | |
Redemption Of Warrants Scenario One Description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. | |
Redemption Of Warrants Scenario Two Description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: 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, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant issued (in Shares) | 7,520,000 | |
Warrant Exercise price | $ 1.50 | |
Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant issued (in Shares) | 10,350,000 | |
Warrant Exercise price | 11.50 | |
Market value per share | $ 9.20 | |
Market value and newly issued price, per share percentage | 115.00% | |
Common Class A [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant Exercise price | $ 10 | |
Business combination effective issue price per share | 9.20 | |
Redemption trigger price per share | 10 | |
Redemption of warant price | $ 18 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 37,472,719 | 0 |
Issued and outstanding common shares percentage (in Dollars per share) | $ 0.20 | |
Common Class A [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,927,281 | 0 |
Common stock, shares outstanding | 3,927,281 | 0 |
Common stock subject to possible redemption | 37,472,719 | |
Common Class B [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,350,000 | 10,350,000 |
Common stock, shares outstanding | 10,350,000 | 10,350,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Company’s assets that are measured at fair value on a recurring basis | Mar. 31, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Investments held in Trust Account | $ 414,003,742 |
Liabilities: | |
Public derivative warrant liabilities | |
Private derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Membe] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Public derivative warrant liabilities | |
Private derivative warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Public derivative warrant liabilities | 12,198,670 |
Private derivative warrant liabilities | $ 9,646,660 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement - $ / shares | Mar. 04, 2021 | Mar. 31, 2021 |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement [Abstract] | ||
Volatility | 20.70% | 18.20% |
Stock price (in Dollars per share) | $ 9.66 | $ 9.71 |
Expected life of the options to convert | 6 years 211 days | 6 years 6 months |
Risk-free rate | 1.12% | 1.28% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | |
Derivative warrant liabilities beginning | |
Issuance of Public and Private Warrants | 24,986,750 |
Change in fair value of derivative warrant liabilities | (3,141,420) |
Derivative warrant liabilities ending | $ 21,845,330 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 35,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of the income tax provision (benefit) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Current | |
Federal | $ (9,470) |
State | |
Deferred | |
Federal | (25,261) |
State | |
Valuation allowance | 34,731 |
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of the Company’s net deferred tax assets | Mar. 31, 2021USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 25,261 |
Net operating loss carryforwards | 9,470 |
Total deferred tax assets | 34,731 |
Valuation allowance | (34,731) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of a reconciliation of the statutory federal income tax rate (benefit) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of a reconciliation of the statutory federal income tax rate (benefit) [Abstract] | |
Statutory federal income tax rate | 21.00% |
Meals & entertainment | 0.01% |
Financing costs– derivative warrant liabilities | 7.93% |
Change in fair value of warrant liabilities | (30.55%) |
Change in valuation allowance | 1.61% |
Income tax expense | 0.00% |