Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document And Entity Information Abstract | |
Entity Registrant Name | SILVERBOX ENGAGED MERGER CORP I |
Document Type | S-4/A |
Amendment Flag | true |
Entity Central Index Key | 0001836707 |
Amendment Description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 02, 2020 |
Current Assets: | |||||
Cash on hand | $ 992,305 | $ 200,000 | |||
Prepaid expenses | 477,273 | ||||
Due from Sponsor | 563 | ||||
Total current assets | 1,470,141 | 200,000 | |||
Deferred offering costs | 45,000 | ||||
Cash and marketable securities held in Trust Account | 345,060,383 | ||||
Total Assets | 346,530,524 | 245,000 | |||
Liabilities and Stockholders' Equity | |||||
Accrued offering costs and expenses | 48,543 | ||||
Promissory note-related party | 175,000 | ||||
Taxes payable | 150,000 | ||||
Due to related party | 1,350 | ||||
Total current liabilities | 905,020 | 223,543 | |||
Warrant liability | 12,841,691 | ||||
Deferred Underwriters' Discount | 12,075,000 | ||||
Total liabilities | 25,821,711 | 223,543 | |||
Commitments and Contingencies | |||||
Stockholders' Equity: | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Additional paid-in capital | 24,137 | ||||
Accumulated deficit | (24,292,050) | (3,543) | |||
Total stockholders' equity (deficit) | (24,291,187) | $ (24,250,666) | $ (32,569,540) | 21,457 | $ 0 |
Total Liabilities and stockholders' equity | 346,530,524 | 245,000 | |||
Class A Common Stock | |||||
Stockholders' Equity: | |||||
Common Stock | 0 | ||||
Class B Common Stock | |||||
Stockholders' Equity: | |||||
Common Stock | $ 863 | $ 863 |
BALANCE SHEET (Parentheticals)
BALANCE SHEET (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 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 | 34,500,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | 0 | |
Class B Common Stock | |||
Common Stock subject to possible redemption | 1,125,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | |||||
Formation cost | $ 3,543 | $ 1,018,418 | $ 1,456,685 | ||
Net Income (loss) | $ (3,543) | $ (40,521) | $ 8,318,874 | $ (1,154,131) | $ 7,124,222 |
Weighted-average shares outstanding, basic (in shares) | 7,500,000 | 8,625,000 | 8,381,868 | ||
Weighted-average shares outstanding, diluted (in shares) | 7,500,000 | 8,625,000 | 8,381,868 | ||
Basic net income (loss) per share (in dollar per share) | $ 0 | $ 0 | $ 0.20 | ||
Diluted net income (loss) per share (in dollar per share) | $ 0 | $ 0 | $ 0.20 | ||
Loss from operations | $ (1,018,418) | $ (1,456,685) | |||
Other income/(expense) | |||||
Unrealized loss on change in fair value of warrants | 951,443 | 9,341,215 | |||
Transaction costs allocated to warrant liabilities | (820,691) | ||||
Interest income | 26,454 | 60,383 | |||
Total other income | $ 977,897 | $ 8,580,907 |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parentheticals) | Dec. 31, 2020shares |
Class B Common Stock | |
Common Stock subject to possible redemption | 1,125,000 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 02, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Dec. 02, 2020 | 0 | |||
Class B common stock issued to Sponsor | $ 863 | 24,137 | 25,000 | |
Class B common stock issued to Sponsor (in shares) | 8,625,000 | |||
Net Income (loss) | $ 0 | 0 | (3,543) | (3,543) |
Balance at Dec. 31, 2020 | $ 863 | 24,137 | (3,543) | 21,457 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Excess of cash received over fair value of Private Placement Warrants: | 1,570,109 | 1,570,109 | ||
Net Income (loss) | (1,154,131) | (1,154,131) | ||
Balance at Mar. 31, 2021 | $ 863 | (32,570,403) | (32,569,540) | |
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | |||
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | (3,543) | 21,457 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Net Income (loss) | 7,124,222 | |||
Balance at Sep. 30, 2021 | $ 863 | (24,292,050) | (24,291,187) | |
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 | |||
Balance at Mar. 31, 2021 | $ 863 | (32,570,403) | (32,569,540) | |
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | |||
Net Income (loss) | 8,318,874 | 8,318,874 | ||
Balance at Jun. 30, 2021 | $ 863 | (24,251,529) | (24,250,666) | |
Balance (in Shares) at Jun. 30, 2021 | 8,625,000 | |||
Net Income (loss) | (40,521) | (40,521) | ||
Balance at Sep. 30, 2021 | $ 863 | $ (24,292,050) | $ (24,291,187) | |
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parentheticals) | Dec. 31, 2020shares |
Class B Common Stock | |
Common Stock subject to possible redemption | 1,125,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 1 Months Ended |
Dec. 31, 2020USD ($) | |
CONDENSED STATEMENT OF CASH FLOWS | |
Net Income (loss) | $ (3,543) |
Changes in current assets and liabilities: | |
Accrued offering costs and operating expenses | 3,543 |
Cash Flows from Financing Activities: | |
Proceeds from sale of Class B common stock to Sponsor | 25,000 |
Proceeds from issuance of promissory note to related party | 175,000 |
Net cash provided by financing activities | 200,000 |
Net change in cash | 200,000 |
Cash, beginning of the period | 0 |
Cash, end of period | 200,000 |
Supplemental disclosure of cash flow information: | |
Accrued deferred offering costs | $ 45,000 |
Organization, Business Operatio
Organization, Business Operation And Going Concern Consideration | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization and Business Operation | ||
Organization, Business Operation And Going Concern Consideration | Note 1 — Organization, Business Operation And Going Concern Consideration SilverBox Engaged Merger Corp I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 3, 2020. The Company was incorporated 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 has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 3, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 30,000,000 units at $10.00 per unit (the “Units”) (or 34,500,000 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Note 1 — Organization, Business Operation And Going Concern Consideration (Continued) Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company do not complete its initial business combination within the Completion Period (as defined below) or (ii) with respect to any other material provisions relating to the rights of holders of the Company’s Class A Common Stock prior to the initial business combination or pre-initial business combination business activity; (iii) the redemption of the Company’s public shares if it is unable to complete its initial Business Combination within the completion window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the Proposed Public Offering to complete the initial Business Combination, which may be extended by an additional three months to 27 months if the Company enters into a letter of intent with 24 months from the closing of the Proposed Public Offering (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within 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 Note 1 — Organization, Business Operation And Going Concern Consideration (Continued) The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Completion Period), and (iv) vote their Founder Shares and any public shares purchased during or after the Proposed Public Offering in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of December 31, 2020, the Company had $200,000 cash and a working capital deficit of $23,543 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operation SilverBox Engaged Merger Corp I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 3, 2020. The Company was incorporated 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 has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 3, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 3. The Company has entered into a Forward Purchase Agreement, with Engaged Capital, LLC (“Engaged Capital”), pursuant to which Engaged Capital has agreed to purchase from the Company, in a private placement for an aggregate amount of $100,000,000 to occur simultaneously with the consummation of an Initial Business Combination, 10,000,000 Forward Purchase Shares at $10.00 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,400,000, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Offering costs of the IPO amounted to $19,474,651 consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs. Of the offering costs, $820,691 is included in offering costs on the statement of operations and $18,653,960 is included in equity. Management has agreed that an amount equal to at least $10.00 per Unit sold in the IPO, including the proceeds of the Private Placement Warrants, will be held in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company do not complete its initial Business Combination within the Completion Period (as defined below) or (ii) with respect to any other material provisions relating to the rights of holders of the Company’s Class A Common Stock prior to the initial Business Combination or pre-initial Business Combination business activity; (iii) the redemption of the Company’s public shares if it is unable to complete its initial Business Combination within the completion window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. In connection with the closing of the IPO, the Company has entered into a forward purchase agreement (“FPA”) with Engaged Capital, LLC (the “Purchaser” or “Engaged Capital”). Engaged Capital (and/or its affiliates), a member of the Company’s sponsor, has agreed to commit to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the initial business combination, 10,000,000 forward purchase Class A common shares at $10.00 per share. The FPA shares shall have the same terms as a public share, but they do not have any rights of redemption, rights to conversion into cash, or rights to any liquidating distributions from any funds held in the trust account established by the Company for the benefit of the Company’s public stockholders upon the closing of the IPO. The Company will have only 24 months from the closing of the IPO to complete the initial Business Combination, which may be extended by an additional three months to 27 months if the Company enters into a letter of intent within 24 months from the closing of the IPO (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within 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 The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Completion Period), and (iv) vote their Founder Shares and any public shares purchased during or after the Proposed Public Offering in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On November 2, 2021, the Company, BRC Inc., a Delaware corporation and wholly owned subsidiary of the Company (“PubCo”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox, Authentic Brands LLC, a Delaware limited liability company (“Authentic Brands”) and the parent company of Black Rifle Coffee Company LLC, a Delaware limited liability company (“BRCC”), and Grand Opal Investment Holdings, Inc., a Delaware corporation and holder of equity interests in Authentic Brands (“Blocker”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company agreed to combine with Authentic Brands in a series of transactions that will result in PubCo becoming a publicly-traded company and controlling Authentic Brands in an “Up-C” structure (collectively, the “Proposed Business Combination”). See Note 10. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $1 million in its operating bank account, and working capital of approximately $0.7 million, not including taxes payable which will be paid from the Trust. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor for $175,000 (see Note 6). The promissory note from the Sponsor was paid in full as of March 2, 2021. In addition, in order to finance offering costs in connection with a Business Combination, the Company’s 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 (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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. |
Significant Accounting Policies
Significant Accounting Policies | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Note 2 — Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 common stocks that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 3, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus for the period of inception to December 31, 2020 as filed with the SEC on March 1, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statement with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term 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 had approximately $1 million and $0.2 million in cash and did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury bills. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. For the nine months ended For the three months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 5,699,378 $ 1,424,844 $ (32,417) $ (8,104) Denominator Weighted average shares outstand 27,549,451 8,381,868 34,500,000 8,625,000 Basic diluted income per $ 0.20 $ 0.20 $ (0.00) $ (0.00) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $19,474,651 (consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs) were recognized with $820,691 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $18,653,960 included in stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Warrants Liability We evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Proposed Public Offering
Proposed Public Offering | 1 Months Ended |
Dec. 31, 2020 | |
Proposed Public Offering | |
Proposed Public Offering | Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 30,000,000 Units, (or 34,7500,000 one |
Private Placement
Private Placement | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement The Sponsor has agreed to purchase an aggregate of 5,666,667 warrants (or 6,266,667 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.50 per warrant, for an aggregate purchase price of $8,500,000, or $9,400,000 if the underwriters’ over-allotment option is exercised in full. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Proposed Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Proposed Public Offering. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $9,400,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 1,125,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan will be repaid upon the closing of the Proposed Public Offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. As of December 31, 2020, the Company had borrowed $175,000 under the promissory note. Note 5 — Related Party Transactions (Continued) Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the Proposed Public Offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On December 30, 2020, the Sponsor paid $25,000 or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Due from Sponsor On September 30, 2021 the Sponsor owed the Company $563. The amount due is non-interest bearing and is due immediately. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. At September 30, 2021, there was no balance outstanding on the note. Due to Related Party As of September 30, 2021, the amount due to related parties is $1,350 for the payment of certain offering costs and taxes. Working Capital Loans In order to finance offering costs in connection with an intended 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 on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the IPO, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. At September 30, 2021, the Company recognized and paid a $70,000 administrative fee. Forward Purchase Agreement In connection with the IPO, the Company has entered into a forward purchase agreement with Engaged Capital, LLC that will provide for the aggregate purchase of $100,000,000 of Class A common stock at $10.00 per share. Any such purchases will take place in a private placement that will close concurrently with the closing of the Company’s initial Business Combination. Engaged Capital, LLC, a member of the Company’s founder group, has agreed to commit, pursuant to a forward purchase agreement with the Company, to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the Company’s initial business combination, 10,000,000 forward purchase shares at $10.00 per share. Engaged Capital’s commitment is subject to customary closing conditions under the forward purchase agreement. Subject to the Company’s consent, Engaged Capital has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more forward transferees, subject to compliance with applicable securities laws. Such forward transferee will be subject to the same terms and conditions under the forward purchase agreement. However, in the event of a default by any forward transferees, Engaged Capital has agreed that it shall be responsible to purchase such defaulted amount. The forward purchase shares will be identical to the shares of the Company’s Class A common stock, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial business combination. |
Commitments and Contingencies
Commitments and Contingencies | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities, having at least $25 million in the aggregate, will collectively be entitled to demand, excluding short form registration demands, that the Company register such securities. The holders of these securities, having at least $25 million in the aggregate, will be entitled to make up to three demands for underwritten offerings, with two such demands reserved explicitly for Engaged Capital LLC (or any of its permitted transferees), excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45 The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $6,000,000 (or up to $6,900,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s initial Business Combination. Note 6 — Commitments & Contingencies (Continued) Forward Purchase Agreement Engaged Capital, LLC, a member of the Company’s founder group, has agreed to commit, pursuant to a forward purchase agreement with the Company, to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the Company’s initial business combination, 10,000,000 forward purchase shares at $10.00 per share. Engaged Capital’s commitment is subject to customary closing conditions under the forward purchase agreement. Subject to our consent, Engaged Capital has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more forward transferees, subject to compliance with applicable securities laws. Such forward transferee will be subject to the same terms and conditions under the forward purchase agreement. However, in the event of a default by any forward transferees, Engaged Capital has agreed that it shall be responsible to purchase such defaulted amount. The forward purchase shares will be identical to the shares of the Company’s Class A common stock, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial business combination; any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial business combination. | Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. Underwriters Agreement The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $12,075,000. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity and Common Stock Shares Subject to Possible Redemption | ||
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred stock — issued Class A common stock — issued Class B common stock — issued Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. Note 7 — Stockholders’ Equity (Continued) The Class B common stock will automatically convert into Class A common stock upon the consummation 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. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — The Company has agreed that as soon as practicable, but in no event later than fifteen th Note 7 — Stockholders’ Equity (Continued) 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 its 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 Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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, and the $10.00 and $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30- day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value 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. | Note 8 — Stockholders’ Equity and Common Stock Shares Subject to Possible Redemption Preferred Stock Class A common stock Class B common stock The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation 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. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Subsequent Events
Subsequent Events | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 19, 2021, the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 10 — Subsequent Events On November 2, 2021, the Company, PubCo, Merger Sub 1, Merger Sub 2, Authentic Brands and Blocker entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company agreed to combine with Authentic Brands in a series of transactions that will result in PubCo becoming a publicly-traded company and controlling Authentic Brands in an “Up-C” structure. Pursuant to the Proposed Business Combination, among other things: (1) share (2) (3) As a result of the Proposed Business Combination, among other things: (1) (2) Concurrently with the execution of the Proposed Business Combination Agreement, SilverBox entered into subscription and backstop agreements with various accredited investors, including certain members of the Sponsor and certain limited partners and co-investors of Engaged Capital, which is a member of the Sponsor, pursuant to which such investors agreed to purchase (i) an aggregate of 10,000,000 shares of Class C Common Stock (which will be issued and purchased prior to the effective time of the SilverBox Merger and will then be converted into the right to receive shares of PubCo Class A Common Stock pursuant to the SilverBox Merger) for an aggregate purchase price of $100,000,000, and (ii) up to an additional 10,000,000 shares of Class C Common Stock in the aggregate to the extent redemptions of Class A Common Stock exceed $100,000,000 . In addition, investment funds and accounts managed by Engaged Capital agreed to purchase an aggregate of The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 19, 2021, the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events other than below that would have required adjustment or disclosure in the financial statement. In conjunction with the Proposed Business Combination, on October 28, 2021 through November 1, 2021 the Company entered into agreements with multiple investment banking firms to provide capital markets advisory services pursuant to which $3.85 million total fees will become due and payable upon the successful completion of the Proposed Business Combination. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus for the period of inception to December 31, 2020 as filed with the SEC on March 1, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statement with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | 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 had approximately $1 million and $0.2 million in cash and did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $19,474,651 (consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs) were recognized with $820,691 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $18,653,960 included in stockholders’ equity. |
Fair Value of Financial Instruments | Note 2 — Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Loss Per Common Stock | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 common stocks that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. For the nine months ended For the three months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 5,699,378 $ 1,424,844 $ (32,417) $ (8,104) Denominator Weighted average shares outstand 27,549,451 8,381,868 34,500,000 8,625,000 Basic diluted income per $ 0.20 $ 0.20 $ (0.00) $ (0.00) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 3, 2020 (inception) through December 31, 2020. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Organization, Business Operat_2
Organization, Business Operation And Going Concern Consideration (Details) | Mar. 02, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Organization and Business Operation (Details) [Line Items] | |||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Gross proceeds (in Shares) | shares | 34,500,000 | ||
Price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 |
Gross proceeds | $ 345,000,000 | $ 6,000,000 | |
No of shares entitled for each warrant | 1 | ||
Number of shares issuable per warrant | shares | 1 | ||
Transaction costs | $ 820,691 | ||
Underwriting discount | 6,900,000 | ||
Deferred underwriting discount | 12,075,000 | ||
Other offering costs | 499,651 | ||
Offering costs | $ 18,653,960 | ||
Public shares redeem percentage | 100.00% | ||
Public share price per share (in Dollars per share) | $ / shares | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |
Months to complete the initial Business Combination | 24 months | 24 months | |
Months to complete initial Business Combination if company enters into a letter of intent, number of months can be extended | 3 months | 3 months | |
Months to complete initial Business Combination if company enters into a letter of intent | 27 months | 27 months | |
Threshold business days for redemption of public shares | 10 days | 10 days | |
Dissolution expenses | $ 100,000 | $ 100,000 | |
Public share price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |
Trust account assets price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |
Operating bank account | $ 1,000,000 | ||
Working capital deficit | $ 23,543 | 700,000 | |
Capital contribution from sponsor | 25,000 | ||
Unsecured promissory note from the sponsor | 175,000 | ||
Cash on hand | $ 200,000 | $ 992,305 | |
Engaged Capital, LLC [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 10,000,000 | ||
Gross proceeds | $ 100,000,000 | ||
Engaged Capital, LLC [Member] | Class A Common Stock | |||
Organization and Business Operation (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Aggregate amount | $ 100,000,000 | ||
Warrant [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds | $ 9,400,000 | ||
Sale of private warrants (in Shares) | shares | 5,666,667 | 6,266,667 | |
Price per private warrant (in Dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |
IPO [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 34,500,000 | 30,000,000 | |
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Gross proceeds | $ 10,000,000 | ||
Number of shares issuable per warrant | shares | 1 | ||
Transaction costs | $ 19,474,651 | ||
Underwriting discount | $ 6,900,000 | ||
Public shares redeem percentage | 100.00% | ||
Public share price per share (in Dollars per share) | $ / shares | $ 10 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50 | ||
IPO [Member] | Class A Common Stock | |||
Organization and Business Operation (Details) [Line Items] | |||
Number of shares issuable per warrant | shares | 1 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 4,500,000 | 347,500,000 | |
Additional Shares Purchased (in Shares) | shares | 4,500,000 | ||
Gross proceeds | $ 345,000,000 | $ 6,900,000 | |
Sale of private warrants (in Shares) | shares | 6,266,667 | ||
Over-Allotment Option [Member] | Warrant [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 6,266,667 | ||
Private Placement [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Gross proceeds | $ 100,000,000 | ||
Number of shares issuable per warrant | shares | 1 | ||
Private Placement [Member] | Engaged Capital, LLC [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Aggregate amount | $ 100,000,000 | ||
Founder purchase shares (in Shares) | shares | 10,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Purchase of aggregate shares | 1,125,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 |
Cash | $ 200,000 | 1,000,000 |
Federal depository insurance corporation | 250,000 | |
Deferred underwriting discount | 12,075,000 | |
Other offering costs | 499,651 | |
Offering costs | 18,653,960 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 19,474,651 | |
Underwriting discount | 6,900,000 | |
Public and Private Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 820,691 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: Net Income minus Redeemable Net Earnings | |||||
Net Income (loss) | $ (3,543) | $ (40,521) | $ 8,318,874 | $ (1,154,131) | $ 7,124,222 |
Proposed Public Offering (Detai
Proposed Public Offering (Details) - USD ($) | Mar. 02, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | 34,500,000 | ||
Price per share unit | $ 10 | $ 10 | |
Gross proceeds | $ 345,000,000 | $ 6,000,000 | |
Underwriting fee | $ 6,900,000 | ||
Additional fee | $ 12,075,000 | ||
Price per unit | $ 11.50 | $ 11.50 | |
Number of shares issuable per warrant | 1 | ||
Warrants exercisable term from completion of initial Business Combination | 30 days | ||
Exercisable term from closing of IPO | 12 months | ||
Warrants expiration term | 5 years | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | 4,500,000 | 347,500,000 | |
Gross proceeds | $ 345,000,000 | $ 6,900,000 | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | 34,500,000 | 30,000,000 | |
Gross proceeds | $ 10,000,000 | ||
Underwriting fee | $ 6,900,000 | ||
Number of shares in a unit | 1 | ||
Number of redeemable warrants in a unit | 0.33 | 0.33 | |
Number of shares issuable per warrant | 1 | ||
Warrants exercisable term from completion of initial Business Combination | 30 days | 30 days | |
Exercisable term from closing of IPO | 12 months | 12 months | |
Warrants expiration term | 5 years | 5 years | |
IPO [Member] | Class A Common Stock | |||
Initial Public Offering (Details) [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 1 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 02, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 34,500,000 | ||
Warrant [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 5,666,667 | 6,266,667 | |
Purchase price | $ 1.50 | $ 1.50 | |
Aggregate purchase price exercised (in Dollars) | $ 8,500,000 | ||
Common stock at a price | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 4,500,000 | 347,500,000 | |
Aggregate purchase price exercised (in Dollars) | $ 9,400,000 | $ 9,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 02, 2021 | Dec. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Sponsor paid | $ 25,000 | $ 25,000 | ||
Payment received per share (in Dollars per share) | $ 0.003 | $ 0.003 | ||
Shares subject to forfeiture | 1,125,000 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Due from sponsor | $ 563 | |||
Repaid to related party | $ 1,000,000 | 1,350 | ||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||
Warrant price per share (in Dollars per share) | $ 1.50 | $ 1.50 | ||
Repayment of promissory note - related party | $ 175,000 | |||
Office space, secretarial and administrative services | $ 10,000 | $ 10,000 | ||
Administrative fees | $ 70,000 | |||
Unit price (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 345,000,000 | $ 6,000,000 | ||
Purchase shares (in Shares) | 34,500,000 | |||
Outstanding balance of related party note | $ 0 | |||
Engaged Capital, LLC [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Gross proceeds | $ 100,000,000 | |||
Purchase shares (in Shares) | 10,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 120 days | |||
Sponsor agreed to loan | $ 300,000 | |||
Working Capital Loans [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Outstanding balance of related party note | $ 0 | |||
Class B common stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Consideration share (in Shares) | 8,625,000 | 8,625,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Common Sock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Common Sock [Member] | Engaged Capital, LLC [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate purchase | $ 100,000,000 | |||
Unit price (in Dollars per share) | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 02, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares |
Loss Contingencies [Line Items] | |||
Underwriter option period | 45 days | ||
Number of units issued | shares | 4,500,000 | ||
Deferred underwriting fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ 25,000,000 | ||
Aggregate deferred underwriting fee payable | $ 25,000,000 | ||
Deferred fee per unit | $ / shares | $ 10 | ||
Gross proceeds | $ 345,000,000 | $ 6,000,000 | |
Percentage of deferred underwriting discount | 3.5 | ||
Underwriting discounts rate | 2 | ||
Deferred underwriting | $ 12,075,000 | ||
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Gross proceeds | $ 10,000,000 | ||
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Gross proceeds | $ 345,000,000 | 6,900,000 | |
Private Placement [Member] | |||
Loss Contingencies [Line Items] | |||
Gross proceeds | $ 100,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 30, 2020$ / shares | |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Redemption of warrant, description | The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. | ||
Business combination, description | In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | ||
Conversion ratio | 20 | ||
Class A Common Stock | |||
Stockholders' Equity (Details) [Line Items] | |||
Class A common stock subject to possible redemption | 34,500,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 0 | ||
Common stock share outstanding | 0 | 0 | |
Class B Common Stock | |||
Stockholders' Equity (Details) [Line Items] | |||
Class A common stock subject to possible redemption | 1,125,000 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per common share | Vote | 1 | ||
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock share outstanding | 8,625,000 | 8,625,000 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020D$ / sharesshares | Sep. 30, 2021item$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | shares | 1 | |
Share Price | $ 10 | $ 10 |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold maximum period for registration statement to become effective after business combination | 60 days | |
Maximum period after business combination in which to file registration statement | 15 days | |
Warrants expiration term | 5 years | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | shares | 0 | |
Warrant [Member] | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | shares | 1 | |
Share Price | $ 11.50 | |
PublicWarrantsMember | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 30 days | |
Threshold maximum period for registration statement to become effective after business combination | 15 days | |
Maximum period after business combination in which to file registration statement | 60 days | |
Warrants expiration term | 5 years | |
PublicWarrantsMember | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | 0.01 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | PublicWarrantsMember | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180 | |
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | $ 0.01 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | 10 | |
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | $ 0.10 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | PublicWarrantsMember | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100 | |
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights | $ 0.10 | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Sep. 30, 2021USD ($) |
Current Assets: | |
Cash | $ 992,305 |
Prepaid expenses | 477,273 |
Due from sponsor | 563 |
Total current assets | 1,470,141 |
Cash and marketable securities held in Trust Account | 345,060,383 |
Total Assets | 346,530,524 |
Liabilities and Stockholders' Equity Current liabilities: | |
Accounts payable and accrued expenses | 753,670 |
Taxes payable | 150,000 |
Due to related party | 1,350 |
Total current liabilities | 905,020 |
Warrant liability | 12,841,691 |
Deferred underwriters' discount | 12,075,000 |
Total liabilities | 25,821,711 |
Commitments | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (24,292,050) |
Total stockholders' equity (deficit) | (24,291,187) |
Total Liabilities and stockholders' equity | 346,530,524 |
Class A Common Stock Subject to Redemption | |
Liabilities and Stockholders' Equity Current liabilities: | |
Class A Common Stock subject to possible redemption, 34,500,000 and 0 shares at redemption value, respectively | 345,000,000 |
Class B Common Stock | |
Stockholders' Equity: | |
Common stock | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 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 | 34,500,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | 0 | |
Class A Common Stock Subject to Redemption | |||
Common Stock subject to possible redemption | 34,500,000 | 0 | |
Class A Common Stock Not Subject to Redemption | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class B Common Stock | |||
Common Stock subject to possible redemption | 1,125,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
Formation and operating costs | $ 1,018,418 | $ 1,456,685 |
Loss from operations | (1,018,418) | (1,456,685) |
Other income/(expense) | ||
Unrealized gain on change in fair value of warrants | 951,443 | 9,341,215 |
Transaction costs allocated to warrant liabilities | (820,691) | |
Interest income | 26,454 | 60,383 |
Total other income | 977,897 | 8,580,907 |
Net Income (loss) | $ (40,521) | $ 7,124,222 |
Basic weighted average shares outstanding, Class A common stock subject to possible redemption (in shares) | 34,500,000 | 27,549,451 |
Diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in shares) | 34,500,000 | 27,549,451 |
Basic net income (loss) per share, Class A common stock subject to possible redemption (in dollar per share) | $ 0 | $ 0.20 |
Diluted net income (loss) per share, Class A common stock subject to possible redemption (in dollar per share) | $ 0 | $ 0.20 |
Basic weighted average shares outstanding - Class A and Class B non-redeemable common stock (in shares) | 8,625,000 | 8,381,868 |
Diluted weighted average shares outstanding - Class A and Class B non-redeemable common stock (in shares) | 8,625,000 | 8,381,868 |
Basic net income (loss) per share, common stock (in Dollar per share) | $ 0 | $ 0.20 |
Diluted net income (loss) per share, common stock (in Dollar per share) | $ 0 | $ 0.20 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 02, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Dec. 02, 2020 | 0 | |||
Sale of 34,500,000 Units on March 2, 2021 net of Public Warrant fair value and offering costs | $ 863 | 24,137 | 25,000 | |
Sale of 34,500,000 Units on March 2, 2021 net of Public Warrant fair value and offering costs (in Shares) | 8,625,000 | |||
Net Income (loss) | $ 0 | 0 | (3,543) | (3,543) |
Balance at Dec. 31, 2020 | $ 863 | 24,137 | (3,543) | 21,457 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Excess of cash received over fair value of Private Placement Warrants: | 1,570,109 | 1,570,109 | ||
Net Income (loss) | (1,154,131) | (1,154,131) | ||
Accretion of Class A shares to redemption amount | (1,594,246) | (31,412,729) | (33,006,975) | |
Balance at Mar. 31, 2021 | $ 863 | (32,570,403) | (32,569,540) | |
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | |||
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | (3,543) | 21,457 |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | |||
Net Income (loss) | 7,124,222 | |||
Balance at Sep. 30, 2021 | $ 863 | (24,292,050) | (24,291,187) | |
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 | |||
Balance at Mar. 31, 2021 | $ 863 | (32,570,403) | (32,569,540) | |
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | |||
Net Income (loss) | 8,318,874 | 8,318,874 | ||
Balance at Jun. 30, 2021 | $ 863 | (24,251,529) | (24,250,666) | |
Balance (in Shares) at Jun. 30, 2021 | 8,625,000 | |||
Net Income (loss) | (40,521) | (40,521) | ||
Balance at Sep. 30, 2021 | $ 863 | $ (24,292,050) | $ (24,291,187) | |
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net Income | $ 7,124,222 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (60,383) |
Unrealized gain on change in fair value of warrants | (9,341,215) |
Transaction costs allocated to warrant liabilities | 820,691 |
Changes in operating assets and liabilities | |
Prepaid assets | (477,273) |
Taxes payable | 150,000 |
Due from Sponsor | (563) |
Due to related party | (173,650) |
Accounts payable and accrued expenses | 750,127 |
Net cash used in operating activities | (1,208,044) |
Cash flows from investing activities: | |
Investments and marketable securities held in Trust | (345,000,000) |
Net cash used in investing activities | (345,000,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units, net of offering costs | 344,500,349 |
Proceeds from issuance of Private Placement Warrants | 9,400,000 |
Payment of underwriter discount | (6,900,000) |
Net cash provided by financing activities | 347,000,349 |
Net change in cash | 792,305 |
Cash, beginning of the period | 200,000 |
Cash, end of period | 992,305 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial classification of Class A common stock subject to possible redemption | 345,000,000 |
Deferred underwriters' discount payable charged to additional paid in capital | $ 12,075,000 |
Organization and Business Opera
Organization and Business Operation | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Organization and Business Operation | ||
Organization and Business Operation | Note 1 — Organization, Business Operation And Going Concern Consideration SilverBox Engaged Merger Corp I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 3, 2020. The Company was incorporated 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 has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 3, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 30,000,000 units at $10.00 per unit (the “Units”) (or 34,500,000 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Note 1 — Organization, Business Operation And Going Concern Consideration (Continued) Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company do not complete its initial business combination within the Completion Period (as defined below) or (ii) with respect to any other material provisions relating to the rights of holders of the Company’s Class A Common Stock prior to the initial business combination or pre-initial business combination business activity; (iii) the redemption of the Company’s public shares if it is unable to complete its initial Business Combination within the completion window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the Proposed Public Offering to complete the initial Business Combination, which may be extended by an additional three months to 27 months if the Company enters into a letter of intent with 24 months from the closing of the Proposed Public Offering (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within 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 Note 1 — Organization, Business Operation And Going Concern Consideration (Continued) The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Completion Period), and (iv) vote their Founder Shares and any public shares purchased during or after the Proposed Public Offering in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of December 31, 2020, the Company had $200,000 cash and a working capital deficit of $23,543 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operation SilverBox Engaged Merger Corp I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 3, 2020. The Company was incorporated 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 has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 3, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 3. The Company has entered into a Forward Purchase Agreement, with Engaged Capital, LLC (“Engaged Capital”), pursuant to which Engaged Capital has agreed to purchase from the Company, in a private placement for an aggregate amount of $100,000,000 to occur simultaneously with the consummation of an Initial Business Combination, 10,000,000 Forward Purchase Shares at $10.00 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,400,000, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Offering costs of the IPO amounted to $19,474,651 consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs. Of the offering costs, $820,691 is included in offering costs on the statement of operations and $18,653,960 is included in equity. Management has agreed that an amount equal to at least $10.00 per Unit sold in the IPO, including the proceeds of the Private Placement Warrants, will be held in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company do not complete its initial Business Combination within the Completion Period (as defined below) or (ii) with respect to any other material provisions relating to the rights of holders of the Company’s Class A Common Stock prior to the initial Business Combination or pre-initial Business Combination business activity; (iii) the redemption of the Company’s public shares if it is unable to complete its initial Business Combination within the completion window, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. In connection with the closing of the IPO, the Company has entered into a forward purchase agreement (“FPA”) with Engaged Capital, LLC (the “Purchaser” or “Engaged Capital”). Engaged Capital (and/or its affiliates), a member of the Company’s sponsor, has agreed to commit to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the initial business combination, 10,000,000 forward purchase Class A common shares at $10.00 per share. The FPA shares shall have the same terms as a public share, but they do not have any rights of redemption, rights to conversion into cash, or rights to any liquidating distributions from any funds held in the trust account established by the Company for the benefit of the Company’s public stockholders upon the closing of the IPO. The Company will have only 24 months from the closing of the IPO to complete the initial Business Combination, which may be extended by an additional three months to 27 months if the Company enters into a letter of intent within 24 months from the closing of the IPO (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within 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 The initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Completion Period), and (iv) vote their Founder Shares and any public shares purchased during or after the Proposed Public Offering in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On November 2, 2021, the Company, BRC Inc., a Delaware corporation and wholly owned subsidiary of the Company (“PubCo”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (“Merger Sub 1”), BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox, Authentic Brands LLC, a Delaware limited liability company (“Authentic Brands”) and the parent company of Black Rifle Coffee Company LLC, a Delaware limited liability company (“BRCC”), and Grand Opal Investment Holdings, Inc., a Delaware corporation and holder of equity interests in Authentic Brands (“Blocker”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company agreed to combine with Authentic Brands in a series of transactions that will result in PubCo becoming a publicly-traded company and controlling Authentic Brands in an “Up-C” structure (collectively, the “Proposed Business Combination”). See Note 10. Risks and Uncertainties Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $1 million in its operating bank account, and working capital of approximately $0.7 million, not including taxes payable which will be paid from the Trust. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor for $175,000 (see Note 6). The promissory note from the Sponsor was paid in full as of March 2, 2021. In addition, in order to finance offering costs in connection with a Business Combination, the Company’s 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 (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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 to Earnings Per Sha
Restatement to Earnings Per Share Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Restatement to Earnings Per Share Presentation | |
Restatement to Earnings Per Share Presentation | Note 2 — Restatement to Earnings Per Share Presentation The Company has restated its earnings per share calculation to allocate income and losses shared pro rata between its two classes of common stock; Class A common stock and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case both classes of stock will share pro rata in the income and losses of the Company. The impact to the financial statement follows: CONDENSED STATEMENTS OF OPERATIONS For the three months ended March 31, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 (23,000,000) 11,500,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ (0.06) $ (0.06) Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 7,887,500 (12,500) 7,875,000 Basic and diluted net income (loss) per share, common stock $ (0.15) $ 0.09 $ (0.06) CONDENSED STATEMENTS OF OPERATIONS For the three months ended June 30, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 — 34,500,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ 0.19 $ 0.19 Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 8,625,000 — 8,625,000 Basic and diluted net income (loss) per share, common stock $ 0.96 $ (0.77) $ 0.19 CONDENSED STATEMENTS OF OPERATIONS For the six months ended June 30, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 (11,436,464) 23,063,536 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ 0.23 $ 0.23 Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 8,258,287 — 8,258,287 Basic and diluted net income (loss) per share, common stock $ 0.86 $ (0.63) $ 0.23 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Note 2 — Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 common stocks that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 3, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus for the period of inception to December 31, 2020 as filed with the SEC on March 1, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statement with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term 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 had approximately $1 million and $0.2 million in cash and did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury bills. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. For the nine months ended For the three months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 5,699,378 $ 1,424,844 $ (32,417) $ (8,104) Denominator Weighted average shares outstand 27,549,451 8,381,868 34,500,000 8,625,000 Basic diluted income per $ 0.20 $ 0.20 $ (0.00) $ (0.00) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $19,474,651 (consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs) were recognized with $820,691 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $18,653,960 included in stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Warrants Liability We evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On March 2, 2021, the Company sold 34,500,000 units, which includes 4,500,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $6,900,000. As of March 2, 2021, an additional fee of $12,075,000 (see Note 7) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the initial Business Combination, 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 warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 its 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 Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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, and the $10.00 and $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Redemption of Warrants When the Price per Class A Common stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30- trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of Warrants When the Price per Class A Common stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value 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. |
Private Placement_2
Private Placement | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement The Sponsor has agreed to purchase an aggregate of 5,666,667 warrants (or 6,266,667 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.50 per warrant, for an aggregate purchase price of $8,500,000, or $9,400,000 if the underwriters’ over-allotment option is exercised in full. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Proposed Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Proposed Public Offering. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $9,400,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions_2
Related Party Transactions | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 1,125,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan will be repaid upon the closing of the Proposed Public Offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. As of December 31, 2020, the Company had borrowed $175,000 under the promissory note. Note 5 — Related Party Transactions (Continued) Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the Proposed Public Offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On December 30, 2020, the Sponsor paid $25,000 or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Due from Sponsor On September 30, 2021 the Sponsor owed the Company $563. The amount due is non-interest bearing and is due immediately. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. At September 30, 2021, there was no balance outstanding on the note. Due to Related Party As of September 30, 2021, the amount due to related parties is $1,350 for the payment of certain offering costs and taxes. Working Capital Loans In order to finance offering costs in connection with an intended 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 on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the IPO, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. At September 30, 2021, the Company recognized and paid a $70,000 administrative fee. Forward Purchase Agreement In connection with the IPO, the Company has entered into a forward purchase agreement with Engaged Capital, LLC that will provide for the aggregate purchase of $100,000,000 of Class A common stock at $10.00 per share. Any such purchases will take place in a private placement that will close concurrently with the closing of the Company’s initial Business Combination. Engaged Capital, LLC, a member of the Company’s founder group, has agreed to commit, pursuant to a forward purchase agreement with the Company, to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the Company’s initial business combination, 10,000,000 forward purchase shares at $10.00 per share. Engaged Capital’s commitment is subject to customary closing conditions under the forward purchase agreement. Subject to the Company’s consent, Engaged Capital has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more forward transferees, subject to compliance with applicable securities laws. Such forward transferee will be subject to the same terms and conditions under the forward purchase agreement. However, in the event of a default by any forward transferees, Engaged Capital has agreed that it shall be responsible to purchase such defaulted amount. The forward purchase shares will be identical to the shares of the Company’s Class A common stock, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial business combination. |
Commitments and Contingencies_2
Commitments and Contingencies | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities, having at least $25 million in the aggregate, will collectively be entitled to demand, excluding short form registration demands, that the Company register such securities. The holders of these securities, having at least $25 million in the aggregate, will be entitled to make up to three demands for underwritten offerings, with two such demands reserved explicitly for Engaged Capital LLC (or any of its permitted transferees), excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45 The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $6,000,000 (or up to $6,900,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s initial Business Combination. Note 6 — Commitments & Contingencies (Continued) Forward Purchase Agreement Engaged Capital, LLC, a member of the Company’s founder group, has agreed to commit, pursuant to a forward purchase agreement with the Company, to purchase, in a private placement for gross proceeds of $100,000,000 to occur concurrently with the consummation of the Company’s initial business combination, 10,000,000 forward purchase shares at $10.00 per share. Engaged Capital’s commitment is subject to customary closing conditions under the forward purchase agreement. Subject to our consent, Engaged Capital has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more forward transferees, subject to compliance with applicable securities laws. Such forward transferee will be subject to the same terms and conditions under the forward purchase agreement. However, in the event of a default by any forward transferees, Engaged Capital has agreed that it shall be responsible to purchase such defaulted amount. The forward purchase shares will be identical to the shares of the Company’s Class A common stock, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial business combination; any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides the Company with a minimum funding level for the initial business combination. | Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. Underwriters Agreement The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $12,075,000. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity and Common
Stockholders' Equity and Common Stock Shares Subject to Possible Redemption | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity and Common Stock Shares Subject to Possible Redemption | ||
Stockholders' Equity and Common Stock Shares Subject to Possible Redemption | Note 7 — Stockholders’ Equity Preferred stock — issued Class A common stock — issued Class B common stock — issued Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. Note 7 — Stockholders’ Equity (Continued) The Class B common stock will automatically convert into Class A common stock upon the consummation 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. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — The Company has agreed that as soon as practicable, but in no event later than fifteen th Note 7 — Stockholders’ Equity (Continued) 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 its 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 Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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, and the $10.00 and $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30- day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value 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. | Note 8 — Stockholders’ Equity and Common Stock Shares Subject to Possible Redemption Preferred Stock Class A common stock Class B common stock The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation 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. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Investments and Recurring Fair
Investments and Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Investments and Recurring Fair Value Measurements | |
Investments and Recurring Fair Value Measurements | Note 9 — Investments and Recurring Fair Value Measurements Investment Held in Trust Account As of September 30, 2021, the investments in the Company’s Trust Account consisted of $435 in cash and $345,059,948 in U.S. Treasury Bills. All of the U.S. Treasury Bills mature on October 28, 2021. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2021 are as follows: Carrying Fair Value Value/ Gross as of Amortization Amortized Unrealized September 30, of Bond Cost Loss 2021 Discount Cash $ 435 $ — $ 435 $ — U.S. Treasury Securities 345,059,948 (9,094) 345,050,854 60,383 $ 345,060,383 $ (9,094) $ 345,051,289 $ 60,383 Fair values of its investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At September 30, 2021, the Company’s warrants liability was valued at $12,841,691. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Recurring Fair Value Measurements All of the Company’s permitted investments consist of U. S. Treasury Bills. The carrying value approximates the fair value due to its short-term maturity. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. During the nine months ending September 30, 2021 the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following table presents fair value information as of September 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – U.S. Treasury Bills 345,060,383 $ 345,051,289 $ — $ — Liabilities: Private Placement Warrants 4,561,691 — — 4,561,691 Public Warrants 8,280,000 8,280,000 — — Measurement The Company established the initial fair value for the Warrants on March 2, 2021, the date of the consummation of the Company’s IPO, using a Monte Carlo simulation model to value the Public and Private warrants. In April 2021 the Company announced that holders of the Company’s Units may separately trade shares of the Company’s Class A common stock and Public Warrants included in the Units on the Nasdaq Capital Market under the symbols SBEA and SBEAW, respectively. With the trading of the Public Warrants on an open market, At September 30, 2021 the Public Warrants were valued based on an unadjusted market price. The Company used a Monte Carlo simulation model to value the Private Placement Warrants. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at initial measurement and at September 30, 2021: March 2, 2021 (Initial September 30, Input Measurement) 2021 Risk-free interest rate 1.01 % 1.18 % Expected term (years) 6.46 6.19 Stock price $ 9.584 $ 9.780 Probability of completing business combination 80 % 90 % Expected volatility 24.2 % 12.5 % Exercise price $ 11.50 $ 11.50 The change in the fair value of the level 3 classified warrant liabilities for the period ended September 30, 2021 is summarized as follows: Fair Value at December 31, 2020 $ — Fair value at issuance March 2 2021 22,182,906 Public Warrants reclassified to level 1 (1) (8,855,000) Change in fair value (8,766,215) Fair Value at September 30, 2021 $ 4,561,691 (1) |
Subsequent Events_2
Subsequent Events | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 19, 2021, the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 10 — Subsequent Events On November 2, 2021, the Company, PubCo, Merger Sub 1, Merger Sub 2, Authentic Brands and Blocker entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company agreed to combine with Authentic Brands in a series of transactions that will result in PubCo becoming a publicly-traded company and controlling Authentic Brands in an “Up-C” structure. Pursuant to the Proposed Business Combination, among other things: (1) share (2) (3) As a result of the Proposed Business Combination, among other things: (1) (2) Concurrently with the execution of the Proposed Business Combination Agreement, SilverBox entered into subscription and backstop agreements with various accredited investors, including certain members of the Sponsor and certain limited partners and co-investors of Engaged Capital, which is a member of the Sponsor, pursuant to which such investors agreed to purchase (i) an aggregate of 10,000,000 shares of Class C Common Stock (which will be issued and purchased prior to the effective time of the SilverBox Merger and will then be converted into the right to receive shares of PubCo Class A Common Stock pursuant to the SilverBox Merger) for an aggregate purchase price of $100,000,000, and (ii) up to an additional 10,000,000 shares of Class C Common Stock in the aggregate to the extent redemptions of Class A Common Stock exceed $100,000,000 . In addition, investment funds and accounts managed by Engaged Capital agreed to purchase an aggregate of The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 19, 2021, the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events other than below that would have required adjustment or disclosure in the financial statement. In conjunction with the Proposed Business Combination, on October 28, 2021 through November 1, 2021 the Company entered into agreements with multiple investment banking firms to provide capital markets advisory services pursuant to which $3.85 million total fees will become due and payable upon the successful completion of the Proposed Business Combination. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus for the period of inception to December 31, 2020 as filed with the SEC on March 1, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statement with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | 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 had approximately $1 million and $0.2 million in cash and did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury bills. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Net Income (loss) Per Common Stock | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 common stocks that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. For the nine months ended For the three months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 5,699,378 $ 1,424,844 $ (32,417) $ (8,104) Denominator Weighted average shares outstand 27,549,451 8,381,868 34,500,000 8,625,000 Basic diluted income per $ 0.20 $ 0.20 $ (0.00) $ (0.00) |
Offering Costs associated with the Initial Public Offering | Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of September 30, 2021, offering costs totaling $19,474,651 (consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $499,651 of other offering costs) were recognized with $820,691 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations and $18,653,960 included in stockholders’ equity. |
Fair Value of Financial Instruments | Note 2 — Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. | |
Warrants Liability | Warrants Liability We evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December 3, 2020 (inception) through December 31, 2020. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Restatement to Earnings Per S_2
Restatement to Earnings Per Share Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement to Earnings Per Share Presentation | |
Schedule of impact of the restatement on financial statements | CONDENSED STATEMENTS OF OPERATIONS For the three months ended March 31, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 (23,000,000) 11,500,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ (0.06) $ (0.06) Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 7,887,500 (12,500) 7,875,000 Basic and diluted net income (loss) per share, common stock $ (0.15) $ 0.09 $ (0.06) CONDENSED STATEMENTS OF OPERATIONS For the three months ended June 30, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 — 34,500,000 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ 0.19 $ 0.19 Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 8,625,000 — 8,625,000 Basic and diluted net income (loss) per share, common stock $ 0.96 $ (0.77) $ 0.19 CONDENSED STATEMENTS OF OPERATIONS For the six months ended June 30, 2021 As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 34,500,000 (11,436,464) 23,063,536 Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption $ — $ 0.23 $ 0.23 Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock 8,258,287 — 8,258,287 Basic and diluted net income (loss) per share, common stock $ 0.86 $ (0.63) $ 0.23 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per common share | For the nine months ended For the three months ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 5,699,378 $ 1,424,844 $ (32,417) $ (8,104) Denominator Weighted average shares outstand 27,549,451 8,381,868 34,500,000 8,625,000 Basic diluted income per $ 0.20 $ 0.20 $ (0.00) $ (0.00) |
Investments and Recurring Fai_2
Investments and Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments and Recurring Fair Value Measurements | |
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | Carrying Fair Value Value/ Gross as of Amortization Amortized Unrealized September 30, of Bond Cost Loss 2021 Discount Cash $ 435 $ — $ 435 $ — U.S. Treasury Securities 345,059,948 (9,094) 345,050,854 60,383 $ 345,060,383 $ (9,094) $ 345,051,289 $ 60,383 |
Schedule of fair value measured on recurring basis | Carrying Value Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – U.S. Treasury Bills 345,060,383 $ 345,051,289 $ — $ — Liabilities: Private Placement Warrants 4,561,691 — — 4,561,691 Public Warrants 8,280,000 8,280,000 — — |
Schedule of monte carlo simulation model for the private warrants | March 2, 2021 (Initial September 30, Input Measurement) 2021 Risk-free interest rate 1.01 % 1.18 % Expected term (years) 6.46 6.19 Stock price $ 9.584 $ 9.780 Probability of completing business combination 80 % 90 % Expected volatility 24.2 % 12.5 % Exercise price $ 11.50 $ 11.50 |
Schedule of fair value of warrant liabilities | Fair Value at December 31, 2020 $ — Fair value at issuance March 2 2021 22,182,906 Public Warrants reclassified to level 1 (1) (8,855,000) Change in fair value (8,766,215) Fair Value at September 30, 2021 $ 4,561,691 |
Organization and Business Ope_2
Organization and Business Operation (Details) | Mar. 02, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Organization and Business Operation (Details) [Line Items] | |||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |
Gross proceeds (in Shares) | shares | 34,500,000 | ||
Price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 |
Gross proceeds | $ 345,000,000 | $ 6,000,000 | |
No of shares entitled for each warrant | 1 | ||
Transaction costs | $ 820,691 | ||
Underwriting discount | 6,900,000 | ||
Deferred underwriting discount | 12,075,000 | ||
Other offering costs | 499,651 | ||
Offering costs | $ 18,653,960 | ||
Public shares redeem percentage | 100.00% | ||
Public share price per share (in Dollars per share) | $ / shares | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |
Months to complete the initial Business Combination | 24 months | 24 months | |
Dissolution expenses | $ 100,000 | $ 100,000 | |
Threshold business days for redemption of public shares | 10 days | 10 days | |
Months to complete initial Business Combination if company enters into a letter of intent | 27 months | 27 months | |
Months to complete initial Business Combination if company enters into a letter of intent, number of months can be extended | 3 months | 3 months | |
Public share price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |
Trust account assets price (in Dollars per share) | $ / shares | $ 10 | $ 10 | |
Operating bank account | $ 1,000,000 | ||
Working capital deficit | $ 23,543 | 700,000 | |
Capital contribution from sponsor | 25,000 | ||
Outstanding balance of related party note | $ 0 | ||
Unsecured promissory note from the sponsor | 175,000 | ||
Working Capital Loans [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Outstanding balance of related party note | $ 0 | ||
Engaged Capital, LLC [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 10,000,000 | ||
Gross proceeds | $ 100,000,000 | ||
Warrant [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds | $ 9,400,000 | ||
Sale of private warrants (in Shares) | shares | 5,666,667 | 6,266,667 | |
Price per private warrant (in Dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |
IPO [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 34,500,000 | 30,000,000 | |
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Gross proceeds | $ 10,000,000 | ||
Transaction costs | $ 19,474,651 | ||
Underwriting discount | $ 6,900,000 | ||
Public shares redeem percentage | 100.00% | ||
Public share price per share (in Dollars per share) | $ / shares | $ 10 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 4,500,000 | 347,500,000 | |
Additional Shares Purchased (in Shares) | shares | 4,500,000 | ||
Gross proceeds | $ 345,000,000 | $ 6,900,000 | |
Sale of private warrants (in Shares) | shares | 6,266,667 | ||
Over-Allotment Option [Member] | Warrant [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Gross proceeds (in Shares) | shares | 6,266,667 | ||
Private Placement [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Gross proceeds | $ 100,000,000 | ||
Private Placement [Member] | Engaged Capital, LLC [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Aggregate amount | $ 100,000,000 | ||
Founder purchase shares (in Shares) | shares | 10,000,000 |
Restatement to Earnings Per S_3
Restatement to Earnings Per Share Presentation (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Class A Common Stock Subject to Redemption | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 34,500,000 | 11,500,000 | 23,063,536 |
Earnings Per Share, Basic and Diluted | $ 0.19 | $ (0.06) | $ 0.23 |
Class A Common Stock Subject to Redemption | As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 34,500,000 | 34,500,000 | 34,500,000 |
Class A Common Stock Subject to Redemption | Restatement | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (23,000,000) | (11,436,464) | |
Earnings Per Share, Basic and Diluted | $ 0.19 | $ (0.06) | $ 0.23 |
Class A and Class B non-redeemable common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,625,000 | 7,875,000 | 8,258,287 |
Earnings Per Share, Basic and Diluted | $ 0.19 | $ (0.06) | $ 0.23 |
Class A and Class B non-redeemable common stock | As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,625,000 | 7,887,500 | 8,258,287 |
Earnings Per Share, Basic and Diluted | $ 0.96 | $ (0.15) | $ 0.86 |
Class A and Class B non-redeemable common stock | Restatement | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | (12,500) | ||
Earnings Per Share, Basic and Diluted | $ (0.77) | $ 0.09 | $ (0.63) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash | $ 1,000,000 | $ 200,000 |
Federal depository insurance corporation | 250,000 | |
Deferred underwriting discount | 12,075,000 | |
Other offering costs | 499,651 | |
Offering costs | 18,653,960 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 19,474,651 | |
Underwriting discount | 6,900,000 | |
Public and Private Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 820,691 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 7,500,000 | 8,625,000 | 8,381,868 |
Weighted-average shares outstanding, diluted (in shares) | 7,500,000 | 8,625,000 | 8,381,868 |
Basic net income (loss) per share (in dollar per share) | $ 0 | $ 0 | $ 0.20 |
Diluted net income (loss) per share (in dollar per share) | $ 0 | $ 0 | $ 0.20 |
Class A Common Stock | |||
Numerator: | |||
Allocation of net income (loss) | $ (32,417) | $ 5,699,378 | |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 34,500,000 | 27,549,451 | |
Weighted-average shares outstanding, diluted (in shares) | 34,500,000 | 27,549,451 | |
Basic net income (loss) per share (in dollar per share) | $ 0 | $ 0.20 | |
Diluted net income (loss) per share (in dollar per share) | $ 0 | $ 0.20 | |
Class B Common Stock | |||
Numerator: | |||
Allocation of net income (loss) | $ (8,104) | $ 1,424,844 | |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 8,625,000 | 8,381,868 | |
Weighted-average shares outstanding, diluted (in shares) | 8,625,000 | 8,381,868 | |
Basic net income (loss) per share (in dollar per share) | $ 0 | $ 0.20 | |
Diluted net income (loss) per share (in dollar per share) | $ 0 | $ 0.20 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Mar. 02, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | shares | 34,500,000 | ||
Price per share unit | $ 10 | $ 10 | |
Gross proceeds | $ | $ 345,000,000 | $ 6,000,000 | |
Warrants expiration term | 5 years | ||
Number of shares issuable per warrant | shares | 1 | ||
Warrants exercisable term from completion of initial Business Combination | 30 days | ||
Exercisable term from closing of IPO | 12 months | ||
Underwriting fee | $ | $ 6,900,000 | ||
Additional fee | $ | $ 12,075,000 | ||
Price per unit | $ 11.50 | $ 11.50 | |
Threshold maximum period for registration statement to become effective after business combination | 60 days | ||
Maximum period after business combination in which to file registration statement | 15 days | ||
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Threshold trading days for calculating Market Value | item | 20 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | ||
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Initial Public Offering (Details) [Line Items] | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 10.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | item | 30 | ||
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Initial Public Offering (Details) [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | shares | 4,500,000 | 347,500,000 | |
Gross proceeds | $ | $ 345,000,000 | $ 6,900,000 | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of shares | shares | 34,500,000 | 30,000,000 | |
Gross proceeds | $ | $ 10,000,000 | ||
Warrants expiration term | 5 years | 5 years | |
Number of shares in a unit | shares | 1 | ||
Number of redeemable warrants in a unit | shares | 0.33 | 0.33 | |
Number of shares issuable per warrant | shares | 1 | ||
Warrants exercisable term from completion of initial Business Combination | 30 days | 30 days | |
Exercisable term from closing of IPO | 12 months | 12 months | |
Underwriting fee | $ | $ 6,900,000 |
Private Placement (Details)_2
Private Placement (Details) - USD ($) | Mar. 02, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 34,500,000 | ||
Number of shares issuable per warrant | 1 | ||
Warrant [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 5,666,667 | 6,266,667 | |
Purchase price | $ 1.50 | $ 1.50 | |
Aggregate purchase price exercised (in Dollars) | $ 8,500,000 | ||
Number of shares issuable per warrant | 1 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Common stock at a price | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate amount of purchased shares (in Shares) | 4,500,000 | 347,500,000 | |
Aggregate purchase price exercised (in Dollars) | $ 9,400,000 | $ 9,400,000 | |
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of shares issuable per warrant | 1 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) | Mar. 02, 2021 | Dec. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Sponsor paid | $ 25,000 | $ 25,000 | ||
Payment received per share (in Dollars per share) | $ 0.003 | $ 0.003 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Due from sponsor | $ 563 | |||
Number of days of which warrants will not be effective from the date of business combination | 120 days | |||
Due to related party | $ 1,000,000 | $ 1,350 | ||
Working capital loans convertible into warrants | 1,500,000 | $ 1,500,000 | ||
Outstanding balance of related party note | $ 0 | |||
Warrant price per share (in Dollars per share) | $ 1.50 | $ 1.50 | ||
Office space, secretarial and administrative services | $ 10,000 | $ 10,000 | ||
Administrative fees | $ 70,000 | |||
Unit price (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 345,000,000 | $ 6,000,000 | ||
Purchase shares (in Shares) | 34,500,000 | |||
Engaged Capital, LLC [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Gross proceeds | $ 100,000,000 | |||
Purchase shares (in Shares) | 10,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||
Sponsor agreed to loan | $ 300,000 | |||
Promissory Note [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Outstanding balance of related party note | $ 0 | |||
Working Capital Loans [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Outstanding balance of related party note | $ 0 | |||
Class B common stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Consideration share (in Shares) | 8,625,000 | 8,625,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Common Sock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Common Sock [Member] | Engaged Capital, LLC [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate purchase | $ 100,000,000 | |||
Unit price (in Dollars per share) | $ 10 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Commitments and Contingencies | |
Deferred underwriting fee per unit | $ / shares | $ 0.35 |
Deferred underwriting | $ | $ 12,075,000 |
Stockholders' Equity and Comm_2
Stockholders' Equity and Common Stock Shares Subject to Possible Redemption (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Redemption of warrant, description | The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the company’s initial Business Combination. | ||
Business combination, description | In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | ||
Class A Common Stock | |||
Stockholders' Equity (Details) [Line Items] | |||
Class A common stock subject to possible redemption | 34,500,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 0 | ||
Common stock share outstanding | 0 | 0 | |
Class B Common Stock | |||
Stockholders' Equity (Details) [Line Items] | |||
Class A common stock subject to possible redemption | 1,125,000 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock share outstanding | 8,625,000 | 8,625,000 |
Investments and Recurring Fai_3
Investments and Recurring Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Investments and Recurring Fair Value Measurements | |
Held in trust account cash | $ 435 |
U.s treasury bills | 345,059,948 |
Warrant liability | $ 12,841,691 |
Investments and Recurring Fai_4
Investments and Recurring Fair Value Measurements (Details) - Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | $ 345,060,383 |
Gross Unrealized Loss | (9,094) |
Fair Value as of September 30, 2021 | 345,051,289 |
Amortization of Bond Discount | 60,383 |
Cash [Member] | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | 435 |
Fair Value as of September 30, 2021 | 435 |
US Treasury Securities [Member] | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | 345,059,948 |
Gross Unrealized Loss | (9,094) |
Fair Value as of September 30, 2021 | 345,050,854 |
Amortization of Bond Discount | $ 60,383 |
Investments and Recurring Fai_5
Investments and Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis | Sep. 30, 2021USD ($) |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total assets | $ 345,060,383 |
U.S. Treasury Bills [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total assets | 345,060,383 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Bills [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total assets | 345,051,289 |
Private Placement Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total liabilities | 4,561,691 |
Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total liabilities | 4,561,691 |
Public Warrants [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total liabilities | 8,280,000 |
Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | |
Total liabilities | $ 8,280,000 |
Investments and Recurring Fai_6
Investments and Recurring Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the private warrants - $ / shares | Mar. 02, 2021 | Sep. 30, 2021 |
Schedule of monte carlo simulation model for the private warrants [Abstract] | ||
Risk-free interest rate | 1.01% | 1.18% |
Expected term (years) | 6 years 5 months 15 days | 6 years 2 months 8 days |
Stock price (in Dollars per share) | $ 9.584 | $ 9.780 |
Probability of completing business combination | 80.00% | 90.00% |
Expected volatility | 24.20% | 12.50% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Investments and Recurring Fai_7
Investments and Recurring Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of fair value of warrant liabilities [Abstract] | |
Fair Value at December 31, 2020 | $ 0 |
Fair value at issuance March 2 2021 | 22,182,906 |
Public Warrants reclassified to level 1(1) | (8,855,000) |
Change in fair value | (8,766,215) |
Fair Value at June 30, 2021 | $ 4,561,691 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 02, 2021 | Nov. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class B Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Fee Payable On Proposed Business Combination | $ 3,850,000 | ||||
Subsequent Events [Member] | Forward Purchase Agreement | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued and purchased prior to the effective time of the SilverBox Merger | 10,000,000 | ||||
Aggregate purchase price | $ 100,000,000 | ||||
Subsequent Events [Member] | PubCo | |||||
Subsequent Event [Line Items] | |||||
Right to receive PubCo's shares for each share of Merger Sub 1 (in shares) | 1 | ||||
Right to receive PubCo's warrants for each warrant of Merger Sub 1 (in shares) | 1 | ||||
Aggregate purchase price | $ 100,000,000 | ||||
Subsequent Events [Member] | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Redemption amount | $ 100,000,000 | ||||
Subsequent Events [Member] | Class A Common Stock | Merger Sub 1 | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Subsequent Events [Member] | Class B Common Stock | PubCo | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Subsequent Events [Member] | Class C Common Stock | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued and purchased prior to the effective time of the SilverBox Merger | 10,000,000 | ||||
Additional number of shares issued | 10,000,000 | ||||
Subsequent Events [Member] | Class C Common Stock | PubCo | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Subsequent Events [Member] | Class C Common Stock | Merger Sub 1 | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 |