Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | SILVERBOX ENGAGED MERGER CORP I | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001836707 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40118 | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 1,237,987 | $ 200,000 |
Prepaid expenses | 552,039 | |
Due from sponsor | 563 | |
Total current assets | 1,790,589 | 200,000 |
Deferred offering costs | 45,000 | |
Prepaid expenses | 209,129 | |
Cash and marketable securities held in Trust Account | 345,008,454 | |
Total Assets | 347,008,172 | 245,000 |
Liabilities and Stockholders’ Equity Current liabilities: | ||
Accounts payable and accrued expenses | 54,552 | |
Accrued offering costs and expenses | 48,543 | |
Promissory note – related party | 175,000 | |
Taxes payable | 50,000 | |
Due to related party | 900 | |
Total current liabilities | 105,452 | 223,543 |
Warrant liability | 22,397,260 | |
Deferred underwriters’ discount | 12,075,000 | |
Total liabilities | 34,577,712 | 223,543 |
Commitments | ||
Class A Common Stock subject to possible redemption, 34,500,000 and 0 shares at redemption value, respectively | 345,000,000 | |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,137 | 24,137 |
Accumulated deficit | (32,594,540) | (3,543) |
Total stockholders’ equity | (32,569,540) | 21,457 |
Total Liabilities and stockholders’ equity | 347,008,172 | 245,000 |
Class B Common Stock | ||
Stockholders’ Equity: | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding | $ 863 | $ 863 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common Stock subject to possible redemption | 34,500,000 | 0 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 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) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 127,540 |
Loss from operations | (127,540) |
Other income/(expense) | |
Unrealized loss on change in fair value of warrants | (214,354) |
Expensed offering costs | (820,691) |
Interest income | 8,454 |
Total other expense | (1,026,591) |
Net Loss | $ (1,154,131) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 34,500,000 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Basic and diluted, weighted average shares outstanding – Class A and Class B non-redeemable common stock (in Shares) | shares | 7,887,500 |
Basic and diluted net loss per share, common stock (in Dollars per share) | $ / shares | $ (0.15) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | $ (3,543) | $ 21,457 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Sale of 34,500,000 Units on March 2, 2021 net of Public Warrant fair value and offering costs | $ 3,450 | 311,989,575 | 311,993,025 | ||
Sale of 34,500,000 Units on March 2, 2021 net of Public Warrant fair value and offering costs (in Shares) | 34,500,000 | ||||
Excess of cash received over fair value of Private Placement Warrants: | 1,570,109 | 1,570,109 | |||
Net loss | (1,154,131) | (1,154,131) | |||
Class A common stock subject to possible redemption | $ (3,450) | (313,559,684) | (31,436,866) | (345,000,000) | |
Class A common stock subject to possible redemption (in Shares) | (34,500,000) | ||||
Balance at Mar. 31, 2021 | $ 863 | $ 24,137 | $ (32,594,540) | $ (32,569,540) | |
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) | Mar. 31, 2021shares |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 34,500,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Cash Flows [Abstract] | |
Net loss | $ (1,154,131) |
Interest earned on cash held in Trust Account | (8,454) |
Unrealized loss on change in fair value of warrants | 214,354 |
Expensed offering costs | 820,691 |
Changes in operating assets and liabilities | |
Prepaid assets | (761,168) |
Taxes payable | 50,000 |
Due from Sponsor | 44,437 |
Due to related party | (174,100) |
Accounts payable and accrued expenses | 6,009 |
Net cash used in operating activities | (962,362) |
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 | 1,037,987 |
Cash, beginning of the period | 200,000 |
Cash, end of period | 1,237,987 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 307,808,850 |
Change in value of Class A ordinary shares subject to possible redemption | 37,191,150 |
Deferred underwriters’ discount payable charged to additional paid in capital | $ 12,075,000 |
Organization, Business Operatio
Organization, Business Operation and Going Concern Consideration | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 March 31, 2021, the Company had not commenced any operations. All activity for the period from December 3, 2020 (inception) through March 31, 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. Following guidance in ASC 480-10-S99-3A, with the commitment of $100,000,000 of equity funds at the time of the IPO, (which is sufficient funds to redeem all outstanding redeemable stock) the Company reports all of its Class A common stock as redeemable stock. 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 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders, 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. 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 March 31, 2021, the Company had approximately $1.2 million in its operating bank account, and working capital of approximately $1.9 million. The Company’s liquidity needs up to March 31, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor for $175,000 (see Note 5). 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 5). 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. |
Revision of Financial Statement
Revision of Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Revision of Financial Statements | Note 2 — Revision of Financial Statements On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 Public Warrants that were included in the Units issued by the Company in its IPO and (ii) the 6,266,667 Private Warrants (see Note 4, Note 5 and Note 8). The Company previously accounted for the Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers 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, the Warrants should be 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. In the Company’s 8-K dated March 8, 2021 the Company reported the value of the warrants in equity. 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 In further consideration of the guidance in ASC 480-10-S99-3A, Distinguishing Liabilities from Equity, the Company concluded that the reporting of its redeemable equity did not properly take into account the effect of the FPA on the shares subject to redemption. Historically, the Company has maintained that it would not redeem shares if the redemption of those shares would cause the net tangible assets of the Company to fall below $5,000,001. With the commitment of $100,000,000 of funds at the time of the IPO, (which is sufficient funds to redeem all outstanding redeemable stock) the Company should have reported that all Class A common stock was subject to redemption. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to revise the accounting of the Company’s Warrants and FPA. The following table summarizes the effect had the balance sheet been revised on each balance sheet line item as of the date indicated: As Previously Adjustment As revised Balance Sheet at March 2, 2021 Warrant liability $ - $ 22,182,906 $ 22,182,906 Total Liabilities 12,888,747 22,182,906 35,071,653 Class A common stock subject to possible redemption, 329,991,760 15,008,240 345,000,000 Class A common stock 150 (150 ) - Additional paid-in capital 5,021,282 (4,997,145 ) 24,137 Accumulated deficit (22,286 ) (32,193,851 ) (32,216,137 ) Total Stockholders’ Equity $ 5,000,009 $ (37,191,146 ) $ (32,191,137 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 three months ended March 31, 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 $1.2 million in cash and did not have any cash equivalents as of March 31, 2021. Marketable Securities Held in Trust Account At March 31, 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 March 31 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 Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The Company’s statements of operations include a presentation of net income per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per Class A common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class A and Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 8,454 Less: interest available to be withdrawn for payment of taxes (8,454 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 34,500,000 Redeemable Class A Common Stock, basic and diluted weighted average shares outstanding $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (1,154,131 ) Less: Net income allocable to Class A common stock subject to possible redemption (8,454 ) Non-Redeemable Net Loss $ (1,162,585 ) Denominator: Weighted Average Non-Redeemable Class A and Class B common stock Non-Redeemable Class A and Class B common stock, basic and diluted weighted average shares outstanding 7,887,500 Basic and diluted net loss per share, Class A and Class B common stock $ (0.15 ) 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 March 31, 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. 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 March 31, 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 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 statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Proposed Public Offering Disclosure [Abstract] | |
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-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, March 2, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7). 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 6) 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
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | 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 | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 March 31, 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 are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the IPO. As of March 31, 2021, the Company paid the balance on the note. Due to Related Party As of March 31, 2021, the amount due to related parties is $900 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 March 31, 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 March 31, 2021, the Company recognized a $10,000 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. Special Purpose Acquisition Companies frequently will redeem shares to the extent that their net tangible assets do not go below $5,000,001. Following guidance in ASC 480-10-S99-3A, with the commitment of $100,000,000 of equity funds at the time of the IPO, (which is sufficient funds to redeem all outstanding redeemable stock) the Company reports all of its Class A common stock as redeemable stock. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity 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. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 9 — Recurring Fair Value Measurements Investment Held in Trust Account As of March 31, 2021, the investments in the Company’s Trust Account consisted of $268 in cash and $345,008,186 in U.S. Treasury Bills. All of the U.S. Treasury Bills mature on July 29, 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 March 31, 2021 are as follows: Carrying Amortization Gross Fair Value U.S. Money Market $ 268 $ — $ — $ 268 U.S. Treasury Securities 345,008,186 8,454 5,300 345,013,486 $ 345,008,454 $ 8,454 $ 5,300 $ 345,013,754 Fair values of its investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At March 31, 2021, the Company’s warrants liability was valued at $22,397,260. 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. 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 and Public 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 values of the Private Placement and Public Warrant liabilities are classified within Level 3 of the fair value hierarchy. For the period ending March 31, 2021 there were no transfers into or out of Level 1, Level 2 or Level 3 classification. The following table presents fair value information as of March 31, 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 Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Bills 345,008,186 $ 345,013,486 $ — $ — Liabilities: Private Placement Warrants 7,901,023 7,901,023 Public Warrants 14,496,237 14,496,237 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. On March 31, 2021 the fair value was remeasured. For both periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market. As such, the Company used a Monte Carlo simulation model to value the Public and Private warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement and at March 31, 2021: Input March 2, March 31, Risk-free interest rate 1.01 % 1.25 % Expected term (years) 6.46 6.38 Stock price $ 9.584 $ 9.489 Probability of completing business combination 80 % 80 % Expected volatility 24.2 % 24.4 % Exercise price $ 11.50 $ 11.50 The change in the fair value of the warrant liabilities for the period ended March 31, 2021 is summarized as follows: Fair Value at December 31, 2020 $ - Fair value at issuance March 2 2021 22,182,906 Change in fair value 214,354 Fair Value at March 31, 2021 $ 22,397,260 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements 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 three months ended March 31, 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 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 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 had approximately $1.2 million in cash and did not have any cash equivalents as of March 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 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 March 31 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 Loss Per Common Stock | Net Loss Per Common Stock Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The Company’s statements of operations include a presentation of net income per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net income per Class A common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class A and Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 8,454 Less: interest available to be withdrawn for payment of taxes (8,454 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 34,500,000 Redeemable Class A Common Stock, basic and diluted weighted average shares outstanding $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (1,154,131 ) Less: Net income allocable to Class A common stock subject to possible redemption (8,454 ) Non-Redeemable Net Loss $ (1,162,585 ) Denominator: Weighted Average Non-Redeemable Class A and Class B common stock Non-Redeemable Class A and Class B common stock, basic and diluted weighted average shares outstanding 7,887,500 Basic and diluted net loss per share, Class A and Class B common stock $ (0.15 ) |
Offering Costs associated with the Initial Public Offering | 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 March 31, 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 | 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. |
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 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 March 31, 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 Standards 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 statement. |
Revision of Financial Stateme_2
Revision of Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of effect had the balance sheet been revised | As Previously Adjustment As revised Balance Sheet at March 2, 2021 Warrant liability $ - $ 22,182,906 $ 22,182,906 Total Liabilities 12,888,747 22,182,906 35,071,653 Class A common stock subject to possible redemption, 329,991,760 15,008,240 345,000,000 Class A common stock 150 (150 ) - Additional paid-in capital 5,021,282 (4,997,145 ) 24,137 Accumulated deficit (22,286 ) (32,193,851 ) (32,216,137 ) Total Stockholders’ Equity $ 5,000,009 $ (37,191,146 ) $ (32,191,137 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | For the Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Accretion of interest income on marketable securities held in trust $ 8,454 Less: interest available to be withdrawn for payment of taxes (8,454 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A common stock Redeemable Class A Common Stock, Basic and Diluted 34,500,000 Redeemable Class A Common Stock, basic and diluted weighted average shares outstanding $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Loss $ (1,154,131 ) Less: Net income allocable to Class A common stock subject to possible redemption (8,454 ) Non-Redeemable Net Loss $ (1,162,585 ) Denominator: Weighted Average Non-Redeemable Class A and Class B common stock Non-Redeemable Class A and Class B common stock, basic and diluted weighted average shares outstanding 7,887,500 Basic and diluted net loss per share, Class A and Class B common stock $ (0.15 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | Carrying Amortization Gross Fair Value U.S. Money Market $ 268 $ — $ — $ 268 U.S. Treasury Securities 345,008,186 8,454 5,300 345,013,486 $ 345,008,454 $ 8,454 $ 5,300 $ 345,013,754 |
Schedule of fair value measured on recurring basis | Carrying Quoted Prices Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Bills 345,008,186 $ 345,013,486 $ — $ — Liabilities: Private Placement Warrants 7,901,023 7,901,023 Public Warrants 14,496,237 14,496,237 |
Schedule of monte carlo simulation model for the warrants | Input March 2, March 31, Risk-free interest rate 1.01 % 1.25 % Expected term (years) 6.46 6.38 Stock price $ 9.584 $ 9.489 Probability of completing business combination 80 % 80 % Expected volatility 24.2 % 24.4 % 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 Change in fair value 214,354 Fair Value at March 31, 2021 $ 22,397,260 |
Organization, Business Operat_2
Organization, Business Operation and Going Concern Consideration (Details) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Transaction costs | $ 820,691 | |
Underwriting concept | $ 6,900,000 | 6,900,000 |
Deferred underwriting discount | $ 12,075,000 | 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) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Commitment of equity funds | 100,000,000 | |
Dissolution expenses | $ 100,000 | |
Public share price (in Dollars per share) | $ 10 | |
Trust account assets price (in Dollars per share) | $ 10 | |
Operating bank account | $ 1,200,000 | |
Working capital deficit | 1,900,000 | |
Capital contribution from sponsor | 25,000 | |
Unsecured promissory note from the sponsor | $ 175,000 | |
Engaged Capital, LLC [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Gross proceeds (in Shares) | 10,000,000 | |
Gross proceeds | $ 100,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Warrant [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Gross proceeds | $ 9,400,000 | |
Sale of private warrants (in Shares) | 6,266,667 | |
Price per private warrant (in Dollars per share) | $ 1.50 | |
IPO [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Gross proceeds (in Shares) | 34,500,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 345,000,000 | |
Transaction costs | $ 19,474,651 | |
Over-Allotment Option [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Gross proceeds (in Shares) | 4,500,000 | |
Gross proceeds | $ 345,000,000 | |
Private Placement [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 11.50 | |
Private Placement [Member] | Engaged Capital, LLC [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Aggregate amount | $ 100,000,000 | |
Founder purchase shares (in Shares) | 10,000,000 |
Revision of Financial Stateme_3
Revision of Financial Statements (Details) - USD ($) | Apr. 12, 2021 | Mar. 31, 2021 |
Revision of Financial Statements (Details) [Line Items] | ||
Net tangible assets | $ 5,000,001 | |
Commitment of funds | 100,000,000 | |
Engaged Capital, LLC [Member] | ||
Revision of Financial Statements (Details) [Line Items] | ||
Gross proceeds | $ 100,000,000 | |
Purchase shares | 10,000,000 | |
Price per share | $ 10 | |
Public Warrants [Member] | Subsequent Event [Member] | ||
Revision of Financial Statements (Details) [Line Items] | ||
Warrants issued | 11,500,000 | |
Private Warrants [Member] | Subsequent Event [Member] | ||
Revision of Financial Statements (Details) [Line Items] | ||
Warrants issued | 6,266,667 |
Revision of Financial Stateme_4
Revision of Financial Statements (Details) - Schedule of effect had the balance sheet been revised | Mar. 02, 2021USD ($) |
As Previously Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | |
Total Liabilities | 12,888,747 |
Class A common stock subject to possible redemption, | 329,991,760 |
Class A common stock | 150 |
Additional paid-in capital | 5,021,282 |
Accumulated deficit | (22,286) |
Total Stockholders’ Equity | 5,000,009 |
Adjustment [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | 22,182,906 |
Total Liabilities | 22,182,906 |
Class A common stock subject to possible redemption, | 15,008,240 |
Class A common stock | (150) |
Additional paid-in capital | (4,997,145) |
Accumulated deficit | (32,193,851) |
Total Stockholders’ Equity | (37,191,146) |
As revised [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant liability | 22,182,906 |
Total Liabilities | 35,071,653 |
Class A common stock subject to possible redemption, | 345,000,000 |
Additional paid-in capital | 24,137 |
Accumulated deficit | (32,216,137) |
Total Stockholders’ Equity | $ (32,191,137) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash | $ 1,200,000 | |
Federal depository insurance corporation | 250,000 | |
Underwriting discount | $ 6,900,000 | 6,900,000 |
Deferred underwriting discount | $ 12,075,000 | 12,075,000 |
Other offering costs | 499,651 | |
Offering costs | 18,653,960 | |
Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 820,691 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 19,474,651 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Accretion of interest income on marketable securities held in trust | $ 8,454 |
Less: interest available to be withdrawn for payment of taxes | (8,454) |
Net income allocable to Class A common stock subject to possible redemption | |
Denominator: Weighted Average Redeemable Class A common stock | |
Redeemable Class A Common Stock, Basic and Diluted (in Shares) | shares | 34,500,000 |
Redeemable Class A Common Stock, basic and diluted weighted average shares outstanding (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Loss | $ (1,154,131) |
Less: Net income allocable to Class A common stock subject to possible redemption | (8,454) |
Non-Redeemable Net Loss | $ (1,162,585) |
Denominator: Weighted Average Non-Redeemable Class A and Class B common stock | |
Non-Redeemable Class A and Class B common stock, basic and diluted weighted average shares outstanding (in Shares) | shares | 7,887,500 |
Basic and diluted net loss per share, Class A and Class B common stock (in Dollars per share) | $ / shares | $ (0.15) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Warrant, description | Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. | |
Underwriting fee | $ 6,900,000 | $ 6,900,000 |
Deferred underwriting fee | $ 12,075,000 | $ 12,075,000 |
Price per unit | $ 11.50 | |
Common stock, description | 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, description | 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. | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 34,500,000 | |
Price per share unit | $ 10 | |
Gross proceeds | $ 345,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 4,500,000 | |
Gross proceeds | $ 345,000,000 | |
Private Placement Warrants [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Redemption of warrants, description | 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 $18.00 per share (as adjusted). |
Private Placement (Details)
Private Placement (Details) - USD ($) | Mar. 02, 2021 | Mar. 31, 2021 |
Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate amount of purchased shares (in Shares) | 6,266,667 | |
Purchase price | $ 1.50 | |
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 | |
Aggregate purchase price exercised (in Dollars) | $ 9,400,000 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Private placement, description | Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Sponsor paid | $ 25,000 | ||
Due from sponsor | $ 563 | ||
Due to related party | 900 | ||
Working capital loans convertible into warrants | $ 1,500,000 | ||
Warrant price per share (in Dollars per share) | $ 1.50 | ||
Office space, secretarial and administrative services | $ 10,000 | ||
Administrative fees | $ 10,000 | ||
Unit price (in Dollars per share) | $ 10 | ||
Net tangible assets | $ 5,000,001 | ||
Commitment of equity funds | 100,000,000 | ||
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] | |||
Sponsor agreed to loan | $ 300,000 | ||
Business Acquisition [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Business combination, 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. | ||
Class B common stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Consideration share (in Shares) | 8,625,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 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) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred underwriting fee per unit | $ / shares | $ 0.35 |
Deferred underwriting | $ | $ 12,075,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 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 | |
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 [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares authorized | 100,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Class A common stock subject to possible redemption | 34,500,000 | 0 | |
Redemption of warrant, description | 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. | ||
Class B common stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
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 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Held in trust account cash | $ 268 |
U.s treasury bills | 345,008,186 |
Warrant liability | $ 22,397,260 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | $ 345,008,454 |
Amortization of Bond Discount | 8,454 |
Gross Unrealized Gain | 5,300 |
Fair Value as of March 31, 2021 | 345,013,754 |
U.S. Money Market [Member] | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | 268 |
Amortization of Bond Discount | |
Gross Unrealized Gain | |
Fair Value as of March 31, 2021 | 268 |
U.S. Treasury Securities [Member] | |
Marketable Securities [Line Items] | |
Carrying Value/ Amortized Cost | 345,008,186 |
Amortization of Bond Discount | 8,454 |
Gross Unrealized Gain | 5,300 |
Fair Value as of March 31, 2021 | $ 345,013,486 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total assets | $ 345,008,454 | |
Total liabilities | 22,397,260 | |
U.S. Treasury Bills [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total assets | 345,008,186 | |
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 | 345,013,486 | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Bills [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total assets | ||
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Bills [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total assets | ||
Private Placement Warrants [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total liabilities | 7,901,023 | |
Private Placement 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 | ||
Private Placement Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total liabilities | ||
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 | 7,901,023 | |
Public Warrants [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total liabilities | 14,496,237 | |
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 | ||
Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value measured on recurring basis [Line Items] | ||
Total liabilities | ||
Public 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 | $ 14,496,237 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of monte carlo simulation model for the warrants - $ / shares | Mar. 02, 2021 | Mar. 31, 2021 |
Schedule of monte carlo simulation model for the warrants [Abstract] | ||
Risk-free interest rate | 1.01% | 1.25% |
Expected term (years) | 6 years 167 days | 6 years 138 days |
Stock price (in Dollars per share) | $ 9.584 | $ 9.489 |
Probability of completing business combination | 80.00% | 80.00% |
Expected volatility | 24.20% | 24.40% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of fair value of warrant liabilities [Abstract] | |
Fair Value at December 31, 2020 | |
Fair value at issuance March 2 2021 | 22,182,906 |
Change in fair value | 214,354 |
Fair Value at March 31, 2021 | $ 22,397,260 |