Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Feb. 17, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ORION ACQUISITION CORP. | |
Trading Symbol | OHPA | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Orion Acquisition Corporation, unless the context otherwise indicates.This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) amends and restates certain terms in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Original Quarterly Report”) of Orion Acquisition Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021.Background of RestatementOn November 10, 2021, Orion Acquisition Corporation (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021, which included a section within Note 2, Revision of Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on March 4, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares and revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Original Quarterly Report. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.Therefore, on November 29, 2021, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Original Quarterly Report (collectively, the “Affected Periods”), should be restated to report all of the redeemable Class A common stock, par value $0.0001 per share, issued as part of the units sold in the IPO as temporary equity and should no longer be relied upon.As such, the Company has restated the financial statements of the Affected Periods in this Quarterly Report on Form 10-Q/A. The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Quarterly Report, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon. On November 29, 2021, the Company filed a Current Report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report.The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.Internal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021, as the circumstances that led to the restatement of our financial statements had not yet been identified. The Company’s management has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A. | |
Entity Central Index Key | 0001836129 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40139 | |
Entity Tax Identification Number | 85-4210897 | |
Entity Address, Address Line One | 767 5th Avenue | |
Entity Address, Address Line Two | 44th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10153 | |
City Area Code | (212) | |
Local Phone Number | 583-8540 | |
Title of 12(b) Security | Class A common stock included as part of the units | |
Security Exchange Name | NASDAQ | |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 843,172 | |
Prepaid expenses | 889,236 | 15,000 |
Total current assets | 1,732,408 | 15,000 |
Investments held in Trust Account | 414,013,916 | |
Deferred offering costs | 321,820 | |
Total Assets | 415,746,324 | 336,820 |
Current liabilities: | ||
Accounts payable | 12,875 | 19,570 |
Due to related party | 148 | |
Accrued expenses | 689,700 | 250,000 |
Franchise tax payable | 149,091 | 918 |
Note payable - related party | 52,250 | |
Total current liabilities | 851,814 | 322,738 |
Deferred underwriting commissions | 14,490,000 | |
Derivative warrant liabilities | 11,436,800 | |
Total Liabilities | 26,778,614 | 322,738 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 and 0 shares at $10.00 per share redemption value as of September 30, 2021, and December 31, 2020, respectively | 414,000,000 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | ||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding | ||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 1,035 | 1,035 |
Additional paid-in capital | 23,965 | |
Accumulated deficit | (25,033,325) | (10,918) |
Total stockholders’ equity (deficit) | (25,032,290) | 14,082 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit): | $ 415,746,324 | $ 336,820 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption shares | 41,400,000 | 0 |
Common stock subject to possible redemption, 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 |
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 Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 762,027 | $ 1,129,184 |
General and administrative expenses - related party | 29,700 | 69,700 |
Franchise tax expense | 50,711 | 149,413 |
Loss from operations | (842,438) | (1,348,297) |
Other income (expense) | ||
Financing costs - derivative warrant liabilities | (815,795) | |
Change in fair value of derivative warrant liabilities | 5,539,700 | 13,549,950 |
Gain (loss) on investments held in Trust Account | (4,850) | 13,916 |
Net income | $ 4,692,412 | $ 11,399,774 |
Class A Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | 41,400,000 | 31,997,802 |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.09 | $ 0.27 |
Class B Common Stock | ||
Other income (expense) | ||
Weighted average shares outstanding of Class B common stock, basic (in Shares) | 10,350,000 | 10,043,407 |
Weighted average shares outstanding of Class B common stock, diluted (in Shares) | 10,350,000 | 10,350,000 |
Basic net income per share, Class B common stock (in Dollars per share) | $ 0.09 | $ 0.27 |
Diluted net income per share, Class B common stock (in Dollars per share) | $ 0.09 | $ 0.27 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-In Capital | 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 | ||||
Excess of cash received over fair value of private placement warrants | 273,250 | 273,250 | |||
Accretion of Class A common stock to redemption amount, as restated | (297,215) | (36,422,181) | (36,719,396) | ||
Net income | 2,159,259 | 2,159,259 | |||
Balance at Mar. 31, 2021 | $ 1,035 | (34,273,840) | (34,272,805) | ||
Balance (in Shares) at Mar. 31, 2021 | 10,350,000 | ||||
Net income | 4,548,103 | 4,548,103 | |||
Balance at Jun. 30, 2021 | $ 1,035 | (29,725,737) | (29,724,702) | ||
Balance (in Shares) at Jun. 30, 2021 | 10,350,000 | ||||
Net income | 4,692,412 | 4,692,412 | |||
Balance at Sep. 30, 2021 | $ 1,035 | $ (25,033,325) | $ (25,032,290) | ||
Balance (in Shares) at Sep. 30, 2021 | 10,350,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 11,399,774 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (13,549,950) |
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 | (13,916) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (879,736) |
Due to related party | 148 |
Accrued expenses | 609,700 |
Franchise tax payable | 148,173 |
Net cash used in operating activities | (1,466,556) |
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 | (8,834,478) |
Net cash provided by financing activities | 416,309,728 |
Net increase in cash | 843,172 |
Cash - beginning of the period | |
Cash - end of the period | 843,172 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 12,875 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid through note payable - related party | 60,518 |
Outstanding accounts payable paid by related party under promissory note | 19,570 |
Deferred underwriting commissions | $ 14,490,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | 1. 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from November 25, 2020 (inception) through September 30, 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 generates 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 $23.6 million, of which approximately $816,000 was for financing costs - derivative warrant liabilities and approximately $14.5 million was for deferred underwriting commissions (Note 6). 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 5). 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”). 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 6). 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 5) 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 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 Company’s 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 September 30, 2021, the Company had approximately $0.8 million in its operating bank account and working capital of approximately $1.0 million, not taking into account tax obligations of approximately $149,000 that may be paid from income from investments held in the Trust Account. 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 5), the loan of approximately $136,000 from the Sponsor pursuant to the Note (as defined in Note 5), 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 5). As of September 30, 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. |
Restatement of Previously Repor
Restatement of Previously Reported Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Reported Financial Statements | 2. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require Class A common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and restate earnings per share. As such, the Company is reporting the restatement to the Affected Quarterly Periods in this quarterly report. The previously presented Affected Quarterly Periods should no longer be relied upon. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 416,220,588 - $ 416,220,588 Total liabilities $ 36,493,393 - $ 36,493,393 Class A common stock subject to redemption 374,727,190 39,272,810 $ 414,000,000 Preferred stock - - - Class A common stock 393 (393 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 2,850,236 (2,850,236 ) - Retained earnings (accumulated deficit) 2,148,341 (36,422,181 ) (34,273,840 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (39,272,810 ) $ (34,272,805 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 416,220,588 $ - $ 416,220,588 Shares of Class A common stock subject to redemption 37,472,719 3,927,281 41,400,000 Shares of Class A common stock 3,927,281 (3,927,281 ) - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 371,668,010 $ (371,668,010 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,059,180 $ (3,059,180 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 415,970,768 - $ 415,970,768 Total liabilities $ 31,695,470 - $ 31,695,470 Class A common stock subject to redemption 379,275,290 34,724,710 $ 414,000,000 Preferred stock - - - Class A common stock 347 (347 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital - - - Retained earnings (accumulated deficit) 4,998,626 (34,724,363 ) (29,725,737 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (34,724,710 ) $ (29,724,702 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 415,970,768 $ - $ 415,970,768 Shares of Class A common stock subject to redemption 37,927,529 3,472,471 41,400,000 Shares of Class A common stock 3,472,471 (3,472,471 ) - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 371,668,010 $ (371,668,010 ) $ - Change in value of Class A common stock subject to possible redemption $ 7,607,280 $ (7,607,280 ) $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Adjusted Three months ended March 31, 2021 (unaudited) Net income $ 2,159,259 $ - $ 2,159,259 Weighted average shares outstanding - Class A common stock 41,400,000 (28,520,000 ) 12,880,000 Basic earnings per share - Class A common stock $ - $ 0.10 $ 0.10 Diluted earnings per share - Class A common stock $ - $ 0.09 $ 0.09 Weighted average shares outstanding, basic - Class B common stock 9,420,000 - 9,420,000 Weighted average shares outstanding, diluted- Class B common stock 9,420,000 930,000 10,350,000 Basic earnings per share - Class B common stock $ 0.23 $ (0.13 ) $ 0.10 Diluted earnings per share - Class B common stock $ 0.23 $ (0.14 ) $ 0.09 Three months ended June 30, 2021 (unaudited) Net income $ 4,548,103 $ - $ 4,548,103 Weighted average shares outstanding - Class A common stock 41,400,000 - 41,400,000 Basic and diluted earnings per share - Class A common stock $ - $ 0.09 $ 0.09 Weighted average shares outstanding - Class B common stock 10,350,000 - 10,350,000 Basic and diluted earnings per share - Class B common stock $ 0.44 $ (0.35 ) $ 0.09 Six months ended June 30, 2021 (unaudited) Net income $ 6,707,362 $ - $ 6,707,362 Weighted average shares outstanding - Class A common stock 41,400,000 (14,181,215 ) 27,218,785 Basic and diluted earnings per share - Class A common stock $ - $ 0.18 $ 0.18 Weighted average shares outstanding, basic - Class B common stock 9,887,569 - 9,887,569 Weighted average shares outstanding, diluted- Class B common stock 9,887,569 462,431 10,350,000 Basic and diluted earnings per share - Class B common stock $ 0.68 $ (0.50 ) $ 0.18 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 3. 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 and nine months ended September 30, 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. 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 September 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements 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 coverage limit of $250,000 and investments held in Trust Account. As of September 30, 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 The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 consist of: ● 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. 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. 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 statements of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. As of September 30, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption 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 statements 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 September 30, 2021, and December 31, 2020, 41,400,000 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes 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 September 30, 2021, the Company had deferred tax assets of approximately $165,000 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 September 30, 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 September 30, 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. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 17,870,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock: Numerator: Allocation of net income - basic $ 3,753,930 $ 938,482 $ 8,676,433 $ 2,723,341 Allocation of net income - diluted $ 3,753,930 $ 938,482 $ 8,613,616 $ 2,786,158 Denominator: Basic weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,043,407 Diluted weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,350,000 Basic net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 Diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | 4. 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 7). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. 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, 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 which resulted in the Note no longer being available. 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 September 30, 2021 and December 31, 2020, 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 approximately $30,000 and approximately $70,000 in expenses in connection with such services in the three and nine months ended September 30, 2021, respectively as reflected in the accompanying unaudited condensed statements of operations. As of September 30, 2021, approximately $70,000 of such expenses are included as 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 | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. 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 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 | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | 7. Derivative Warrant Liabilities There were no warrants outstanding as of December 31, 2020. As of September 30, 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 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: 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 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 ● 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. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | 8. Class A Common Stock Subject to Possible Redemption 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 the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 41,400,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Amount allocated to Public Warrants (13,980,000 ) Class A common stock issuance costs (22,739,396 ) Plus: Accretion of carrying value to redemption value 36,719,396 Class A common stock subject to possible redemption $ 414,000,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | 9. Stockholders’ Deficit 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 | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. 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 September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Significant Significant Active Observable Unobservable Description (Level 1) (Level 2) (Level 3) Assets Assets held in Trust Account: U.S. Treasury securities $ 413,978,905 $ - $ - Cash and cash equivalents - mutual funds 35,011 - - $ 414,013,916 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 6,624,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 4,812,800 As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately traded beginning in April 2021. There were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021. Level 1 assets 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 warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date. The Private Placement Warrants continue to be estimated using Monte Carlo simulations. As of September 30, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. For the three and nine months ended September 30, 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of $5.5 million and $13.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was 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 Volatility 11.0 % Stock price $ 9.70 Expected life of the options to convert 6.00 Risk-free rate 1.14 % Dividend yield 0.00 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 24,986,750 Change in fair value of derivative warrant liabilities - Level 3 (3,141,420 ) Derivative warrant liabilities at March 31, 2021 - Level 3 $ 21,845,330 Transfer of Public Warrants to Level 1 $ (12,198,670 ) Change in fair value of derivative warrant liabilities - Level 3 (2,502,660 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 7,144,000 Change in fair value of derivative warrant liabilities - Level 3 (2,331,200 ) Derivative warrant liabilities at September 30, 2021 - Level 3 $ 4,812,800 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. 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, other than the restatement in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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. |
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 September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements 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 coverage limit of $250,000 and investments held in Trust Account. As of September 30, 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 The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 consist of: ● 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. |
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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. 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 statements of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. As of September 30, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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 statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption 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 statements 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 September 30, 2021, and December 31, 2020, 41,400,000 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes 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 September 30, 2021, the Company had deferred tax assets of approximately $165,000 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 September 30, 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 September 30, 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. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 17,870,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock: Numerator: Allocation of net income - basic $ 3,753,930 $ 938,482 $ 8,676,433 $ 2,723,341 Allocation of net income - diluted $ 3,753,930 $ 938,482 $ 8,613,616 $ 2,786,158 Denominator: Basic weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,043,407 Diluted weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,350,000 Basic net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 Diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Restatement of Previously Rep_2
Restatement of Previously Reported Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of unaudited condensed balance sheet | As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 416,220,588 - $ 416,220,588 Total liabilities $ 36,493,393 - $ 36,493,393 Class A common stock subject to redemption 374,727,190 39,272,810 $ 414,000,000 Preferred stock - - - Class A common stock 393 (393 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital 2,850,236 (2,850,236 ) - Retained earnings (accumulated deficit) 2,148,341 (36,422,181 ) (34,273,840 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (39,272,810 ) $ (34,272,805 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 416,220,588 $ - $ 416,220,588 Shares of Class A common stock subject to redemption 37,472,719 3,927,281 41,400,000 Shares of Class A common stock 3,927,281 (3,927,281 ) - As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 415,970,768 - $ 415,970,768 Total liabilities $ 31,695,470 - $ 31,695,470 Class A common stock subject to redemption 379,275,290 34,724,710 $ 414,000,000 Preferred stock - - - Class A common stock 347 (347 ) - Class B common stock 1,035 - 1,035 Additional paid-in capital - - - Retained earnings (accumulated deficit) 4,998,626 (34,724,363 ) (29,725,737 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (34,724,710 ) $ (29,724,702 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 415,970,768 $ - $ 415,970,768 Shares of Class A common stock subject to redemption 37,927,529 3,472,471 41,400,000 Shares of Class A common stock 3,472,471 (3,472,471 ) - |
Schedule of unaudited condensed cash flow | Three Months Ended March 31, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 371,668,010 $ (371,668,010 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,059,180 $ (3,059,180 ) $ - Six Months Ended June 30, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 371,668,010 $ (371,668,010 ) $ - Change in value of Class A common stock subject to possible redemption $ 7,607,280 $ (7,607,280 ) $ - |
Schedule of unaudited condensed operation | Earnings Per Share As Reported Adjustment As Adjusted Three months ended March 31, 2021 (unaudited) Net income $ 2,159,259 $ - $ 2,159,259 Weighted average shares outstanding - Class A common stock 41,400,000 (28,520,000 ) 12,880,000 Basic earnings per share - Class A common stock $ - $ 0.10 $ 0.10 Diluted earnings per share - Class A common stock $ - $ 0.09 $ 0.09 Weighted average shares outstanding, basic - Class B common stock 9,420,000 - 9,420,000 Weighted average shares outstanding, diluted- Class B common stock 9,420,000 930,000 10,350,000 Basic earnings per share - Class B common stock $ 0.23 $ (0.13 ) $ 0.10 Diluted earnings per share - Class B common stock $ 0.23 $ (0.14 ) $ 0.09 Three months ended June 30, 2021 (unaudited) Net income $ 4,548,103 $ - $ 4,548,103 Weighted average shares outstanding - Class A common stock 41,400,000 - 41,400,000 Basic and diluted earnings per share - Class A common stock $ - $ 0.09 $ 0.09 Weighted average shares outstanding - Class B common stock 10,350,000 - 10,350,000 Basic and diluted earnings per share - Class B common stock $ 0.44 $ (0.35 ) $ 0.09 Six months ended June 30, 2021 (unaudited) Net income $ 6,707,362 $ - $ 6,707,362 Weighted average shares outstanding - Class A common stock 41,400,000 (14,181,215 ) 27,218,785 Basic and diluted earnings per share - Class A common stock $ - $ 0.18 $ 0.18 Weighted average shares outstanding, basic - Class B common stock 9,887,569 - 9,887,569 Weighted average shares outstanding, diluted- Class B common stock 9,887,569 462,431 10,350,000 Basic and diluted earnings per share - Class B common stock $ 0.68 $ (0.50 ) $ 0.18 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share for each class of common stock | For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share of common stock: Numerator: Allocation of net income - basic $ 3,753,930 $ 938,482 $ 8,676,433 $ 2,723,341 Allocation of net income - diluted $ 3,753,930 $ 938,482 $ 8,613,616 $ 2,786,158 Denominator: Basic weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,043,407 Diluted weighted average common shares outstanding 41,400,000 10,350,000 31,997,802 10,350,000 Basic net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 Diluted net income per share of common stock $ 0.09 $ 0.09 $ 0.27 $ 0.27 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule of class A common stock subject to possible redemption reflected on the condensed balance sheet | Gross proceeds $ 414,000,000 Less: Amount allocated to Public Warrants (13,980,000 ) Class A common stock issuance costs (22,739,396 ) Plus: Accretion of carrying value to redemption value 36,719,396 Class A common stock subject to possible redemption $ 414,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company’s assets that are measured at fair value on a recurring basis | Quoted Significant Significant Active Observable Unobservable Description (Level 1) (Level 2) (Level 3) Assets Assets held in Trust Account: U.S. Treasury securities $ 413,978,905 $ - $ - Cash and cash equivalents - mutual funds 35,011 - - $ 414,013,916 $ - $ - Liabilities Derivative warrant liabilities - Public Warrants $ 6,624,000 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 4,812,800 |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | As of Volatility 11.0 % Stock price $ 9.70 Expected life of the options to convert 6.00 Risk-free rate 1.14 % Dividend yield 0.00 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 24,986,750 Change in fair value of derivative warrant liabilities - Level 3 (3,141,420 ) Derivative warrant liabilities at March 31, 2021 - Level 3 $ 21,845,330 Transfer of Public Warrants to Level 1 $ (12,198,670 ) Change in fair value of derivative warrant liabilities - Level 3 (2,502,660 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 7,144,000 Change in fair value of derivative warrant liabilities - Level 3 (2,331,200 ) Derivative warrant liabilities at September 30, 2021 - Level 3 $ 4,812,800 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 04, 2021 | Sep. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Offering costs | $ 8,834,478 | |
Gross proceeds of initial private placement | 11,280,000 | |
Gross proceeds of initial public offering | 414,000,000 | |
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 Company’s 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 | $ 800,000 | |
Working capital | 1,000,000 | |
Investments held in the trust account | 149,000 | |
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 | 23,600,000 | |
Financing costs - derivative warrant liabilities | 816,000 | |
Deferred underwriting commissions | $ 14,500,000 | |
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 | |
Warrants shares, issued (in Shares) | 7,520,000 | |
Price per warrant (in Dollars per share) | $ 1.5 | |
Gross proceeds of initial private placement | $ 11,300,000 | |
Gross proceeds of initial public offering | $ 414,000,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
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 6). | |
Business Combination [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination, description | 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 $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
Restatement of Previously Rep_3
Restatement of Previously Reported Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Rep_4
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
As Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 415,970,768 | $ 416,220,588 |
Total liabilities | $ 31,695,470 | $ 36,493,393 |
Class A common stock subject to redemption (in Shares) | 379,275,290 | 374,727,190 |
Preferred stock | ||
Class A common stock | 347 | 393 |
Class B common stock | 1,035 | 1,035 |
Additional paid-in capital | 2,850,236 | |
Retained earnings (accumulated deficit) | 4,998,626 | 2,148,341 |
Total stockholders’ equity (deficit) | 5,000,008 | 5,000,005 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 415,970,768 | 416,220,588 |
Shares of Class A common stock subject to redemption | 37,927,529 | 37,472,719 |
Shares of Class A common stock | 3,472,471 | 3,927,281 |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Total liabilities | ||
Class A common stock subject to redemption (in Shares) | 34,724,710 | 39,272,810 |
Preferred stock | ||
Class A common stock | (347) | (393) |
Class B common stock | ||
Additional paid-in capital | (2,850,236) | |
Retained earnings (accumulated deficit) | (34,724,363) | (36,422,181) |
Total stockholders’ equity (deficit) | (34,724,710) | (39,272,810) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | ||
Shares of Class A common stock subject to redemption | 3,472,471 | 3,927,281 |
Shares of Class A common stock | (3,472,471) | (3,927,281) |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | 415,970,768 | 416,220,588 |
Total liabilities | $ 31,695,470 | $ 36,493,393 |
Class A common stock subject to redemption (in Shares) | 414,000,000 | 414,000,000 |
Preferred stock | ||
Class A common stock | ||
Class B common stock | 1,035 | 1,035 |
Additional paid-in capital | ||
Retained earnings (accumulated deficit) | (29,725,737) | (34,273,840) |
Total stockholders’ equity (deficit) | (29,724,702) | (34,272,805) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 415,970,768 | 416,220,588 |
Shares of Class A common stock subject to redemption | 41,400,000 | 41,400,000 |
Shares of Class A common stock |
Restatement of Previously Rep_5
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed cash flow - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial value of Class A common stock subject to possible redemption | $ 371,668,010 | $ 371,668,010 |
Change in value of Class A common stock subject to possible redemption | 3,059,180 | 7,607,280 |
Adjustment [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial value of Class A common stock subject to possible redemption | (371,668,010) | (371,668,010) |
Change in value of Class A common stock subject to possible redemption | (3,059,180) | (7,607,280) |
As Restated [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial value of Class A common stock subject to possible redemption | ||
Change in value of Class A common stock subject to possible redemption |
Restatement of Previously Rep_6
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed operation - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | |||
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed operation [Line Items] | |||
Net income | $ 4,548,103 | $ 2,159,259 | $ 6,707,362 |
Weighted average shares outstanding - Class A common stock | 41,400,000 | 41,400,000 | 41,400,000 |
Basic earnings per share - Class A common stock | |||
Diluted earnings per share - Class A common stock | |||
Weighted average shares outstanding, basic - Class B common stock | 9,420,000 | 9,887,569 | |
Weighted average shares outstanding, diluted- Class B common stock | 9,420,000 | 9,887,569 | |
Basic earnings per share - Class B common stock | $ 0.23 | ||
Diluted earnings per share - Class B common stock | $ 0.23 | ||
Three months ended June 30, 2021 (unaudited) | |||
Basic and diluted earnings per share - Class A common stock | |||
Weighted average shares outstanding - Class B common stock | 10,350,000 | ||
Basic and diluted earnings per share - Class B common stock | $ 0.44 | $ 0.68 | |
Adjustment [Member] | |||
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed operation [Line Items] | |||
Net income | |||
Weighted average shares outstanding - Class A common stock | (28,520,000) | (14,181,215) | |
Basic earnings per share - Class A common stock | $ 0.1 | ||
Diluted earnings per share - Class A common stock | $ 0.09 | ||
Weighted average shares outstanding, basic - Class B common stock | 0 | ||
Weighted average shares outstanding, diluted- Class B common stock | 930,000 | 462,431 | |
Basic earnings per share - Class B common stock | $ (0.13) | ||
Diluted earnings per share - Class B common stock | $ (0.14) | ||
Three months ended June 30, 2021 (unaudited) | |||
Basic and diluted earnings per share - Class A common stock | $ 0.09 | $ 0.18 | |
Weighted average shares outstanding - Class B common stock | |||
Basic and diluted earnings per share - Class B common stock | $ (0.35) | $ (0.5) | |
As Adjusted [Member] | |||
Restatement of Previously Reported Financial Statements (Details) - Schedule of unaudited condensed operation [Line Items] | |||
Net income | $ 4,548,103 | $ 2,159,259 | $ 6,707,362 |
Weighted average shares outstanding - Class A common stock | 41,400,000 | 12,880,000 | 27,218,785 |
Basic earnings per share - Class A common stock | $ 0.1 | ||
Diluted earnings per share - Class A common stock | $ 0.09 | ||
Weighted average shares outstanding, basic - Class B common stock | 9,420,000 | 9,887,569 | |
Weighted average shares outstanding, diluted- Class B common stock | 10,350,000 | 10,350,000 | |
Basic earnings per share - Class B common stock | $ 0.1 | ||
Diluted earnings per share - Class B common stock | $ 0.09 | ||
Three months ended June 30, 2021 (unaudited) | |||
Basic and diluted earnings per share - Class A common stock | $ 0.09 | $ 0.18 | |
Weighted average shares outstanding - Class B common stock | 10,350,000 | ||
Basic and diluted earnings per share - Class B common stock | $ 0.09 | $ 0.18 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage amount | $ 250,000 | |
Deferred tax assets | $ 165,000 | |
Aggregate of shares (in Shares) | 17,870,000 | |
IPO [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering cost | $ 816,000 | |
Derivative warrant liabilities | $ 22,700,000 | |
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) | 41,400,000 | 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share for each class of common stock - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income - basic | $ 3,753,930 | $ 8,676,433 |
Allocation of net income - diluted | $ 3,753,930 | $ 8,613,616 |
Denominator: | ||
Basic weighted average common shares outstanding | 41,400,000 | 31,997,802 |
Diluted weighted average common shares outstanding | 41,400,000 | 31,997,802 |
Basic net income per share of common stock | $ 0.09 | $ 0.27 |
Diluted net income per share of common stock | $ 0.09 | $ 0.27 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income - basic | $ 938,482 | $ 2,723,341 |
Allocation of net income - diluted | $ 938,482 | $ 2,786,158 |
Denominator: | ||
Basic weighted average common shares outstanding | 10,350,000 | 10,043,407 |
Diluted weighted average common shares outstanding | 10,350,000 | 10,350,000 |
Basic net income per share of common stock | $ 0.09 | $ 0.27 |
Diluted net income per share of common stock | $ 0.09 | $ 0.27 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 04, 2021 | Sep. 30, 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 | |
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 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 0.0001 | |
Warrant per share (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 09, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 04, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||
Initial public offering pursuant to promissory note | $ 300,000 | ||||||
Company borrowing | $ 136,000 | ||||||
Working capital loans | $ 2,250,000 | $ 2,250,000 | |||||
Warrant price per share (in Dollars per share) | $ 1.5 | $ 1.5 | |||||
Office space and administrative support expenses | $ 10,000 | ||||||
Service fees | $ 30,000 | 70,000 | |||||
Accrued expenses | $ 70,000 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
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. | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock shares par value per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Private placement warrants, shares (in Shares) | 7,520,000 | 7,520,000 | |||||
Warrants price per share (in Dollars per share) | $ 1.5 | $ 1.5 | |||||
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 (in Shares) | 8,625,000 | ||||||
Common stock shares par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Effected capitalization of shares (in Shares) | 1,725,000 | ||||||
Common stock, shares issued (in Shares) | 10,350,000 | 10,350,000 | 10,350,000 | ||||
Common stock, shares outstanding (in Shares) | 10,350,000 | 10,350,000 | 10,350,000 | ||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares issued (in Shares) | 10,350,000 | ||||||
Common stock, shares outstanding (in Shares) | 10,350,000 | ||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock shares par value per share (in Dollars per share) | $ 0.0001 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 $14.5 million in the aggregate |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | 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. |
Redemption trigger price per share | $ 18 |
Redemption price per share | $ 0.361 |
Series of Individually Immaterial Business Acquisitions [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Total equity proceeds, percentage | 60.00% |
Public Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 10,350,000 |
Warrant Exercise price | $ 11.5 |
Market value per share | $ 9.2 |
Market value and newly issued price, per share percentage | 115.00% |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 7,520,000 |
Warrant Exercise price | $ 1.5 |
Class A Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Business combination effective issue price per share | $ 9.2 |
Exceeds $18.00 [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Outstanding warrants, 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. |
Exceeds $10.00 [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Outstanding warrants, 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 $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] | Sep. 30, 2021$ / sharesshares |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 41,400,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption reflected on the condensed balance sheet | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption reflected on the condensed balance sheet [Line Items] | |
Gross proceeds (in Dollars) | $ | $ 414,000,000 |
Less: | |
Amount allocated to Public Warrants | (13,980,000) |
Plus: | |
Accretion of carrying value to redemption value | 36,719,396 |
Class A Common Stock [Member] | |
Less: | |
Class A common stock issuance costs | (22,739,396) |
Plus: | |
Class A common stock subject to possible redemption (in Dollars) | $ | $ 414,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders’ Deficit (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 |
Issued and outstanding common shares percentage | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (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 outstanding | 41,400,000 | |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (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 outstanding | 10,350,000 | 10,350,000 |
Common stock, shares issued | 10,350,000 | 10,350,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value of derivative warrant liabilities | $ 5.5 | $ 13.5 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company’s assets that are measured at fair value on a recurring basis | Sep. 30, 2021USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | $ 414,013,916 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury securities [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | 413,978,905 |
Quoted Prices in Active Markets (Level 1) [Member] | Mutual Funds [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | 35,011 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities | |
Derivative warrant liabilities | 6,624,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Warrants [Member] | |
Liabilities | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Membe] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Observable Inputs (Level 2) [Membe] | U.S. Treasury securities [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Observable Inputs (Level 2) [Membe] | Mutual Funds [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Observable Inputs (Level 2) [Membe] | Public Warrants [Member] | |
Liabilities | |
Derivative warrant liabilities | |
Significant Other Observable Inputs (Level 2) [Membe] | Private Warrants [Member] | |
Liabilities | |
Derivative warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury securities [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | Mutual Funds [Member] | |
Assets held in Trust Account: | |
Investments held in Trust Account, Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | |
Liabilities | |
Derivative warrant liabilities | $ 4,812,800 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement [Abstract] | |
Volatility | 11.00% |
Stock price (in Dollars per share) | $ 9.7 |
Expected life of the options to convert | 6 years |
Risk-free rate | 1.14% |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | |||
Derivative warrant liabilities beginning | |||
Level 3 [Member] | |||
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | |||
Derivative warrant liabilities beginning | $ 7,144,000 | $ 21,845,330 | |
Issuance of Public and Private Warrants | 24,986,750 | ||
Change in fair value of derivative warrant liabilities | (2,331,200) | (2,502,660) | (3,141,420) |
Derivative warrant liabilities ending | $ 4,812,800 | 7,144,000 | $ 21,845,330 |
Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | |||
Transfer of Public Warrants to Level 1 | $ (12,198,670) |