Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Entity Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | dMY Technology Group, Inc. IV |
Entity Central Index Key | 0001836833 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 229,410 | $ 0 | |
Prepaid expenses | 593,543 | 0 | |
Total current assets | 822,953 | 0 | |
Investments held in Trust Account | 345,057,911 | 0 | |
Deferred offering costs | 0 | 85,750 | |
Total Assets | 345,880,864 | 85,750 | |
Current liabilities: | |||
Accounts payable | 102,642 | 10,000 | |
Accrued expenses | 397,742 | 51,000 | |
Franchise tax payable | 100,450 | 400 | |
Due to related parties | 0 | 750 | |
Total current liabilities | 600,834 | 62,150 | |
Deferred legal fees | 2,361,155 | 0 | |
Deferred underwriting commissions | 12,075,000 | 0 | |
Derivative warrant liabilities | 31,751,332 | 0 | |
Total Liabilities | 46,788,321 | 62,150 | |
Commitments and Contingencies | |||
Class A common stock, $0.0001 par value; 29,409,254 and -0- shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 294,092,540 | 0 | |
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 19,785,719 | 24,137 | |
Accumulated deficit | (14,787,088) | (1,400) | |
Total stockholders' equity | 5,000,003 | 23,600 | |
Total Liabilities and Stockholders' Equity | 345,880,864 | 85,750 | |
Common Class A [Member] | |||
Stockholders' Equity: | |||
Common stock, value | 509 | 0 | |
Common Class B [Member] | |||
Stockholders' Equity: | |||
Common stock, value | $ 863 | $ 863 | [1],[2] |
[1] | On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4). | ||
[2] | This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 29,409,254 | 0 |
Temporary equity redemption price per share | $ / shares | $ 10 | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 5,090,746 | 0 |
Common stock, shares outstanding | 5,090,746 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Common stock shares subject to forfeiture | 1,125,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | ||
General and administrative expenses | $ 1,000 | $ 3,121,618 | $ 3,394,486 | |
Franchise tax expenses | 400 | 50,000 | 100,050 | |
Loss from operations | (3,171,618) | (3,494,536) | ||
Other income (expenses): | ||||
Interest income earned in operating account | 10 | 14 | ||
Gain on investments (net), dividends and interest, held in Trust Account | 6,902 | 57,911 | ||
Loss upon issuance of private placement warrants | 0 | (14,062,000) | ||
Offering costs associated with derivative warrant liabilities | 0 | (710,745) | ||
Change in fair value of derivative warrant liabilities | 2,928,333 | 3,423,668 | ||
Total other income (expenses) | 2,935,245 | (11,291,152) | ||
Net loss | $ (1,400) | $ (236,373) | $ (14,785,688) | |
Weighted average shares outstanding, basic and diluted | [1],[2] | 7,500,000 | ||
Basic and diluted net loss per share | $ 0 | |||
Class A Shares [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding, basic and diluted | 34,500,000 | 34,500,000 | ||
Basic and diluted net loss per share | $ 0 | $ 0 | ||
Class B Shares [Member] | ||||
Other income (expenses): | ||||
Weighted average shares outstanding, basic and diluted | 8,625,000 | 8,208,564 | ||
Basic and diluted net loss per share | $ (0.03) | $ (1.80) | ||
[1] | On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4). | |||
[2] | This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) | Mar. 04, 2021shares | Jun. 30, 2021shares | Dec. 31, 2020shares |
Common stock, shares outstanding | 8,625,000 | ||
Common Class B [Member] | |||
Common Stock Split | 1.2 | ||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common stock shares subject to forfeiture | 1,125,000 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Equity - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Class A Shares [Member]Common Stock [Member] | Class B Shares [Member]Common Stock [Member] | |
Balance at Dec. 14, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in shares) at Dec. 14, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | [1],[2] | $ 25,000 | 24,137 | $ 863 | ||
Issuance of Class B common stock to Sponsor (in shares) | [1],[2] | 8,625,000 | ||||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 34,500,000 | |||||
Net loss | $ (1,400) | (1,400) | ||||
Balance at Dec. 31, 2020 | 23,600 | 24,137 | (1,400) | $ 0 | $ 863 | |
Balance (in shares) at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Sale of units in initial public offering, less fair value of public warrants | 332,787,000 | 332,783,550 | $ 3,450 | |||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 34,500,000 | |||||
Offering costs | (18,932,369) | (18,932,369) | ||||
Class A common stock subject to possible redemption | (294,328,910) | (294,325,967) | $ (2,943) | |||
Class A common stock subject to possible redemption (in shares) | (29,409,254) | |||||
Net loss | (14,549,315) | (14,549,315) | ||||
Balance at Mar. 31, 2021 | 5,000,006 | 19,549,351 | (14,550,715) | $ 507 | $ 863 | |
Balance (in shares) at Mar. 31, 2021 | 5,090,746 | 8,625,000 | ||||
Balance at Dec. 31, 2020 | 23,600 | 24,137 | (1,400) | $ 0 | $ 863 | |
Balance (in shares) at Dec. 31, 2020 | 0 | 8,625,000 | ||||
Net loss | (14,785,688) | |||||
Balance at Jun. 30, 2021 | 5,000,003 | 19,785,719 | (14,787,088) | $ 509 | $ 863 | |
Balance (in shares) at Jun. 30, 2021 | 5,090,746 | 8,625,000 | ||||
Balance at Mar. 31, 2021 | 5,000,006 | 19,549,351 | (14,550,715) | $ 507 | $ 863 | |
Balance (in shares) at Mar. 31, 2021 | 5,090,746 | 8,625,000 | ||||
Class A common stock subject to possible redemption | 236,370 | 236,368 | $ 2 | |||
Class A common stock subject to possible redemption (in shares) | 23,637 | |||||
Net loss | (236,373) | (236,373) | ||||
Balance at Jun. 30, 2021 | $ 5,000,003 | $ 19,785,719 | $ (14,787,088) | $ 509 | $ 863 | |
Balance (in shares) at Jun. 30, 2021 | 5,090,746 | 8,625,000 | ||||
[1] | On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4). | |||||
[2] | This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholders' Equity (Parenthetical) | Mar. 04, 2021shares | Jun. 30, 2021shares | Dec. 31, 2020shares |
Common stock, shares outstanding | 8,625,000 | ||
Common Class B [Member] | |||
Common Stock Split | 1.2 | ||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common stock shares subject to forfeiture | 1,125,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,400) | $ (14,785,688) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 1,000 | |
Gain on investments (net), dividends and interest, held in Trust Account | (57,911) | |
Loss upon issuance of private placement warrants | 14,062,000 | |
Offering costs associated with derivative warrant liabilities | 710,745 | |
Change in fair value of derivative warrant liabilities | (3,423,668) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (168,543) | |
Accounts payable | 53,448 | |
Accrued expenses | 1,000 | 291,742 |
Franchise tax payable | 400 | 100,050 |
Net cash used in operating activities | 0 | (3,216,825) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (345,000,000) | |
Net cash used in investing activities | (345,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from loans from related parties | 125,006 | |
Repayment of loans from related parties | (990,856) | |
Proceeds received from initial public offering, gross | 345,000,000 | |
Proceeds received from private placement | 8,900,000 | |
Offering costs paid | (6,949,070) | |
Deferred legal fees | 2,361,155 | |
Net cash provided by financing activities | 348,446,235 | |
Net increase in cash | 0 | 229,410 |
Cash—beginning of the period | 0 | 0 |
Cash—end of the period | 0 | 229,410 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accounts payable | 10,000 | 39,194 |
Offering costs included in accrued expenses | 50,000 | 105,000 |
Offering costs paid by related party under promissory note | 439,100 | |
Prepaid expenses paid by related party under promissory note | 425,000 | |
Reversal of accrued expenses | 50,000 | |
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 | |
Value of Class A common stock subject to possible redemption | $ 294,092,540 | |
Deferred offering costs paid by Sponsor under note payable | 750 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. IV (the “ Company Business Combination As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company (the “ Sponsor”) Proposed Public Offering Unit Units Private Placement Warrant Private Placement Warrants The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “ Investment Company Act Trust Account 2a-7 The Company will provide the holders (the “ Public Stockholders Public Shares (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share FASB ASC Certificate of Incorporation SEC The Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Sponsor and the Company’s officers and directors (the “ initial stockholders pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “ Combination Period per-share The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “ Target Securities Act | Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. IV (the “Company” or “dMY IV”) is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On July 7, 2021, the Company entered into an agreement and plan of merger, by and among dMY IV, Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”), and Planet Labs Inc., a Delaware corporation (“Planet”) (as the same may be amended and/or restated from time to time, the “Merger Agreement”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by dMY IV’s board of directors on July 6, 2021. Subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by dMY IV’s and Planet’s stockholders, First Merger Sub will merge with and into Planet (the “First Merger”) with Planet (the “Surviving Corporation”) surviving the First Merger as a wholly owned subsidiary of dMY IV, and, pursuant to Planet’s election under the Merger Agreement, immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into dMY IV (the “Second Merger” and together with the First Merger, the “Business Combination”), with dMY IV surviving the merger. In addition, in connection with the consummation of the Business Combination, dMY IV will be renamed as reasonably determined by Planet. See the Current Report on Form 8-K, filed Going Concern Consideration As of June 30, 2021, the Company had approximately $229,000 in cash, approximately $58,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $323,000 (not taking into account tax obligations of approximately $100,000 that may be paid using investment income earned in Trust Account). Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), loan amount of $200,000 under the Note (as defined in Note 4) and an advance of approximately $791,000 from related parties. The Company fully repaid the Note balance and the advance from the related parties, for a total of approximately $991,000, on March 10, 2021. Subsequent to the consummation of the Initial Public Offering in March 2021, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and the advance of $37,000 from an officer in August 2021. Based on the foregoing, management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ ASU 2014-15, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average common shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from December 15, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are mea s condensed Net Loss Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,902 $ 57,911 Less: Company’s portion available to be withdrawn to pay taxes (6,902 ) (57,911 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (236,373 ) $ (14,785,688 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (236,373 ) $ (14,785,688 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,208,564 Basic and diluted net loss per share, Class B common stock $ (0.03 ) $ (1.80 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of June 30, 2021 and December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Initial Public Offering
Initial Public Offering | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Initial Public Offering | Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company will offer for sale 30,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fifth Public Warrant The Company will grant the underwriters a 45-day | Note 3—Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-fifth |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “ Founder Shares Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders have agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Proposed Public Offering. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the 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 Private Placement Warrants The Sponsor has agreed to purchase an aggregate of 5,333,333 Private Placement Warrants (or 5,933,333 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant ($8.0 million in the aggregate, or $8.9 million if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “ Note is non-interest bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company will enter into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | Note 4—Related Party Transactions Founder Shares On December 15, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the directors. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on March 9, 2021; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the 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 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three and six months ended June 30, 2021, the Company accrued $30,000 and $40,000, respectively, in connection with such services in the accompanying unaudited condensed statements of operations. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate (or $6.9 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or $10.5 million in the aggregate (or approximately $12.1 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 6—Stockholder’s Equity Preferred Stock time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one Warrants 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 elect, 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 our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 Market Value The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout 30-day Redemption of warrants for when the price per share of 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 • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivate Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of June 30, 2021, the Company has 6,900,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 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 shares of 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 elect, 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. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of 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 • if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using Black-Scholes and Monte Carlo simulation model. For the three and six months ended June 30, 2021, the Company recognized a charge to the accompanying unaudited condensed statements of operations resulting from a decrease of in the fair value of liabilities of approximately $ 2.9 3.4 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy: June 30, 2021 Description Quoted Prices Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 345,056,942 $ — $ — Liabilities: Derivative warrant liabilities $ 9,798,000 $ — $ 21,953,332 (1) Excludes $969 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. As of June 30, 2021, the Public Warrants were publicly traded at $1.42 per warrant. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes and Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of June 30, 2021 Exercise price $ 11.50 Stock price $ 9.77 Volatility 21.0% / 46.5 % Term 5.42 Risk-free rate 0.94 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities at level 3 for the six months ended June 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 35,175,000 Change in fair value of derivative warrant liabilities (495,335 ) Level 3—Derivative warrant liabilities at March 31, 2021 $ 34,679,665 Transfer to Level 1 (12,489,000 ) Change in fair value of derivative warrant liabilities (237,333 ) Level 3—Derivative warrant liabilities at June 30, 2021 $ 21,953,332 |
Subsequent Events
Subsequent Events | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7—Subsequent Events In February 2021, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the director nominees. On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Subsequent to December 31, 2020, the Company borrowed approximately $96,000 under the Note. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 8, 2021, the date that the financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the financial statements. | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements, except as noted below and in Note 1. In August 2021, the Company received an advance of $37,000 from an officer for working capital needs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ ASU 2014-15, | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 no cash equivalents as of June 30, 2021 and December 31, 2020. | |
Investments Held in Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current | |
Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are mea s condensed | |
Net Loss Per Share of Common Stock | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average common shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented | Net Loss Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,902 $ 57,911 Less: Company’s portion available to be withdrawn to pay taxes (6,902 ) (57,911 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (236,373 ) $ (14,785,688 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (236,373 ) $ (14,785,688 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,208,564 Basic and diluted net loss per share, Class B common stock $ (0.03 ) $ (1.80 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of December 31, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from December 15, 2020 (inception) through December 31, 2020. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periods that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimus as of June 30, 2021 and December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,902 $ 57,911 Less: Company’s portion available to be withdrawn to pay taxes (6,902 ) (57,911 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (236,373 ) $ (14,785,688 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (236,373 ) $ (14,785,688 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,208,564 Basic and diluted net loss per share, Class B common stock $ (0.03 ) $ (1.80 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of financial Asset measured at fair value on recurring basis | Description Quoted Prices Significant Other Inputs Significant Other Inputs Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 345,056,942 $ — $ — Liabilities: Derivative warrant liabilities $ 9,798,000 $ — $ 21,953,332 (1) Excludes $969 of cash balance held within the Trust Account |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of June 30, 2021 Exercise price $ 11.50 Stock price $ 9.77 Volatility 21.0% / 46.5 % Term 5.42 Risk-free rate 0.94 % Dividend yield 0.0 % |
Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities at level 3 for the six months ended June 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 35,175,000 Change in fair value of derivative warrant liabilities (495,335 ) Level 3—Derivative warrant liabilities at March 31, 2021 $ 34,679,665 Transfer to Level 1 (12,489,000 ) Change in fair value of derivative warrant liabilities (237,333 ) Level 3—Derivative warrant liabilities at June 30, 2021 $ 21,953,332 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 10, 2021 | Mar. 09, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Aug. 31, 2021 |
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 34,500,000 | 34,500,000 | |||
Initial Public Offering, price per unit | $ 10 | ||||
Initial Public Offering, gross proceeds | $ 345,000,000 | $ 345,000,000 | |||
Initial Public Offering, offering costs | 19,600,000 | ||||
Initial Public Offering, deferred underwriting commissions | $ 12,100,000 | ||||
Initial Public Offering, private placement gross proceeds | 8,900,000 | ||||
Cash | $ 0 | $ 229,410 | |||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||||
Business Combination required completion period after Initial Public Offering | 24 months | 24 months | |||
Franchise taxes | $ 400 | $ 100,450 | |||
Repayment of loans from related parties | 990,856 | ||||
Class of warrants or rights warrants issued during the period units | 5,333,333 | ||||
Liquidity and Capital Resources [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Cash | 229,000 | ||||
Net Working Capital | 323,000 | ||||
Interest income held in Trust account | $ 58,000 | ||||
Common Class A [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, price per public share | $ 10 | $ 10 | |||
Maximum [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | 20.00% | |||
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Trust Account [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, price per unit | $ 10 | ||||
Initial Public Offering, gross proceeds | $ 345,000,000 | ||||
Underwriters Over Allotment [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 4,500,000 | ||||
Private Placement [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 5,933,333 | ||||
Initial Public Offering, price per unit | $ 1.50 | ||||
Initial Public Offering, private placement gross proceeds | $ 8,900,000 | ||||
IPO [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 34,500,000 | 30,000,000 | |||
Initial Public Offering, price per unit | $ 10 | $ 10 | |||
Initial Public Offering, gross proceeds | $ 345,000,000 | ||||
Initial Public Offering, offering costs | 19,600,000 | ||||
Initial Public Offering, deferred underwriting commissions | $ 12,100,000 | ||||
Over-Allotment Option [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 4,500,000 | 4,500,000 | |||
Initial Public Offering, price per unit | $ 11.50 | $ 11.50 | |||
Class of warrants or rights warrants issued during the period units | 5,933,333 | ||||
Sponsor [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Contribution from the sponsor | 25,000 | ||||
Proceeds from notes payable to related party current | 200,000 | ||||
Advances received from related parties | 791,000 | ||||
Repayment of loans from related parties | $ 991,000 | ||||
Sponsor [Member] | Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Advances received from related parties | $ 37,000 | ||||
Sponsor [Member] | Maximum [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Proceeds from notes payable to related party current | $ 200,000 | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 | $ 250,000 |
Cash equivalents | 0 | $ 0 | 0 |
Restricted investments maturity | 185 days | ||
Offering costs associated with derivative warrant liabilities | 0 | $ 710,745 | |
Unrecognized tax benefits | 0 | 0 | 0 |
Unrecognized tax benefits accrued interest and penalties | $ 0 | 0 | $ 0 |
IPO [Member] | |||
Significant Accounting Policies [Line Items] | |||
Offering costs associated with derivative warrant liabilities | 700,000 | ||
Offering costs associated to common stock | 18,900,000 | ||
Class A Shares [Member] | |||
Significant Accounting Policies [Line Items] | |||
Temporary equity, accretion to redemption value | $ 29,409,254 | ||
Class B Shares [Member] | Over-Allotment Option [Member] | |||
Significant Accounting Policies [Line Items] | |||
Common stock shares subject to forfeiture | 1,125,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of earnings per share, basic and diluted (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | ||
Numerator: Income allocable to Class A common stock | |||||
Income from investments held in Trust Account | $ 6,902 | $ 57,911 | |||
Less: Company's portion available to be withdrawn to pay taxes | (6,902) | (57,911) | |||
Net income attributable to Class A common stock | 0 | 0 | |||
Numerator: Net loss minus net income attributable to Class A common stock | |||||
Net loss | $ (1,400) | (236,373) | (14,785,688) | ||
Net income attributable to Class A common stock | 0 | 0 | |||
Net loss attributable to Class B common stock | $ (1,400) | $ (236,373) | $ (14,549,315) | $ (14,785,688) | |
Denominator: Weighted average Class common stock | |||||
Basic and diluted weighted average shares outstanding | [1],[2] | 7,500,000 | |||
Basic and diluted net income (loss) per share | $ 0 | ||||
Common Class A [Member] | |||||
Denominator: Weighted average Class common stock | |||||
Basic and diluted weighted average shares outstanding | 34,500,000 | 34,500,000 | |||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | |||
Common Class B [Member] | |||||
Denominator: Weighted average Class common stock | |||||
Basic and diluted weighted average shares outstanding | 8,625,000 | 8,208,564 | |||
Basic and diluted net income (loss) per share | $ (0.03) | $ (1.80) | |||
[1] | On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4). | ||||
[2] | This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Initial Public Offering [Line Items] | |||
Initial Public Offering, units | 34,500,000 | 34,500,000 | |
Initial Public Offering, price per unit | $ 10 | ||
Initial Public Offering, gross proceeds | $ 345,000,000 | $ 345,000,000 | |
Initial Public Offering, offering costs | 19,600,000 | ||
Initial Public Offering, deferred underwriting commissions | $ 12,100,000 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Initial Public Offering, units | 34,500,000 | 30,000,000 | |
Initial Public Offering, price per unit | $ 10 | $ 10 | |
Initial Public Offering, gross proceeds | $ 345,000,000 | ||
Initial Public Offering, offering costs | 19,600,000 | ||
Initial Public Offering, deferred underwriting commissions | $ 12,100,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Initial Public Offering, units | 4,500,000 | 4,500,000 | |
Initial Public Offering, price per unit | $ 11.50 | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 09, 2021$ / sharesshares | Mar. 04, 2021shares | Jan. 01, 2021USD ($) | Dec. 15, 2020USD ($)$ / sharesshares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Aug. 31, 2021USD ($) | Aug. 18, 2020$ / shares | |
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 34,500,000 | 34,500,000 | |||||||||
Initial Public Offering, price per unit | $ / shares | $ 10 | ||||||||||
Initial Public Offering, gross proceeds | $ 8,900,000 | ||||||||||
Warrants exercise price per share | $ / shares | $ 11.50 | ||||||||||
Repayments of Notes Payable | 991,000 | ||||||||||
Common stock, shares outstanding | shares | 8,625,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | [1],[2] | $ 25,000 | |||||||||
Proceeds from Related Party Debt | 125,006 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 4,500,000 | 4,500,000 | |||||||||
Initial Public Offering, price per unit | $ / shares | $ 11.50 | $ 11.50 | |||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial stockholders agreed to forfeit | shares | 1,125,000 | ||||||||||
Percentage of founder shares from related party | 20.00% | ||||||||||
Common stock that were subject to forfeiture | shares | 1,125,000 | ||||||||||
Founder Shares [Member] | Darla Anderson [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares transferred during the period | shares | 25,000 | ||||||||||
Founder Shares [Member] | Francesca Luthi [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares transferred during the period | shares | 25,000 | ||||||||||
Founder Shares [Member] | Charles E Wert [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares transferred during the period | shares | 25,000 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from notes payable to related party current | 200,000 | ||||||||||
Advances received from related parties | $ 791,000 | 791,000 | |||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Advances received from related parties | $ 37,000 | ||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from notes payable to related party current | $ 200,000 | $ 200,000 | |||||||||
Related Party Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible price warrants for post business combination entity | $ / shares | $ 1.50 | $ 1.50 | |||||||||
Related Party Loans [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from Promissory Note to related party | $ 791,000 | ||||||||||
Working Capital Loans | $ 1,500,000 | 1,500,000 | |||||||||
Administrative Service Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly charge for administrative services | 10,000 | 10,000 | |||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 30,000 | 40,000 | |||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from Related Party Debt | $ 96,000 | $ 750 | $ 200,000 | ||||||||
Private Placement Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 5,333,333 | 5,933,333 | |||||||||
Initial Public Offering, price per unit | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Initial Public Offering, gross proceeds | $ 8,000,000 | $ 8,900,000 | |||||||||
Private Placement Warrant [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 5,933,333 | ||||||||||
Initial Public Offering, gross proceeds | $ 8,900,000 | ||||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Warrants exercise price per share | $ / shares | $ 11.50 | ||||||||||
Common stock, shares outstanding | shares | 0 | 5,090,746 | 5,090,746 | ||||||||
Common Class A [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Closing Share Threshold Price | $ / shares | $ 12 | ||||||||||
Common Class A [Member] | Private Placement Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants exercise price per share | $ / shares | $ 11.50 | $ 11.50 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | shares | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.2 | ||||||||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares outstanding | shares | 8,625,000 | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock that were subject to forfeiture | shares | 1,125,000 | ||||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 25,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 7,187,500 | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.2 | ||||||||||
[1] | On March 4, 2021, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4). | ||||||||||
[2] | This number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Underwriting discount | $ 0.20 | $ 0.20 | |
Underwriting discount aggregate amount | $ 6 | $ 6.9 | |
Additional fee per unit | $ 0.35 | $ 0.35 | |
Deferred underwriting commissions in connection with the initial public offering | $ 10.5 | $ 12.1 | |
Stock Issued During Period, Shares, New Issues | 34,500,000 | 34,500,000 | |
Over-Allotment Option [Member] | |||
Underwriting discount aggregate amount | $ 6.9 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 12.1 | ||
Stock Issued During Period, Shares, New Issues | 4,500,000 | 4,500,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Aug. 18, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 09, 2021 | Mar. 04, 2021 | Dec. 16, 2020 |
Class of Stock [Line Items] | ||||||
Common stock voting right | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 our stockholders except as required by law. | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 stockholders except as required by law. | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common stock, shares outstanding | 8,625,000 | |||||
Exercise price per warrant | $ 11.50 | |||||
Public warrant for redemption price | at a price of $0.01 per warrant | at a price of $0.01 per warrant | ||||
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption | upon a minimum of 30 days’ prior written notice of redemption | ||||
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrant redemption trigger price subject to adjustment | $ 10 | |||||
Class A Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 0 | 5,090,746 | ||||
Common stock, shares outstanding | 0 | 5,090,746 | ||||
Common stock shares issuable upon conversion | the number of shares 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 (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | |||||
Common stock subject to possible redemption | 0 | 29,409,254 | ||||
Exercise price per warrant | $ 11.50 | |||||
Class A Shares [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue price at closing of its initial business combination | $ 9.20 | $ 9.20 | ||||
Number of shares of common stock excercisable per warrant | 0.361 | |||||
Class A Shares [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
The aggregate gross proceeds from such issuances | 60.00% | 60.00% | ||||
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | ||||
Class A Shares [Member] | Redemption Price One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of days of notice to be given to warrant holders before redemption | 30 days | 30 days | 30 days | |||
Redemption price of warrants per unit | $ 0.01 | |||||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | ||||
Number of trading days | 30 days | 30 days | ||||
Class A Shares [Member] | Redemption Price One [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 18 | |||||
Class A Shares [Member] | Redemption Price Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of days of notice to be given to warrant holders before redemption | 30 days | |||||
Redemption price of warrants per unit | $ 0.10 | |||||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | ||||
Number of trading days | 30 days | 30 days | ||||
Class A Shares [Member] | Redemption Price Two [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 10 | |||||
Class B Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 8,625,000 | 8,625,000 | 7,187,500 | |||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |||
Common stock shares issued including shares subject to forfeiture | 1,250,000 | 1,250,000 | ||||
Initial stockholders own Company's issued and outstanding common stock after the initial public offering | 20.00% | 20.00% | ||||
Reverse stock split description | one-for-one basis, subject to adjustment for stock splits | |||||
Class B Shares [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 7,187,500 | |||||
Class B Shares [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares no longer subject to forefeiture | 1,125,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Aug. 18, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Public Warrants will become exercisable | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | ||
Public warrant for redemption price | at a price of $0.01 per warrant | at a price of $0.01 per warrant | |
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption | upon a minimum of 30 days’ prior written notice of redemption | |
Exercise price per warrant | $ 11.50 | ||
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | |||
Warrant redemption trigger price subject to adjustment | $ 10 | ||
Public Warrants [Member] | |||
Number of warrants or rights outstanding | 6,900,000 | ||
Exercise price per warrant | $ 1.42 | ||
Private Placement Warrant [Member] | |||
Number of warrants or rights outstanding | 5,933,333 | ||
Common Class A [Member] | |||
Exercise price per warrant | $ 11.50 | ||
Common Class A [Member] | Redemption Price One [Member] | |||
Number of days of notice to be given to warrant holders before redemption | 30 days | 30 days | 30 days |
Redemption price of warrants per unit | $ 0.01 | ||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | |
Number of trading days | 30 days | 30 days | |
Common Class A [Member] | Redemption Price Two [Member] | |||
Number of days of notice to be given to warrant holders before redemption | 30 days | ||
Redemption price of warrants per unit | $ 0.10 | ||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | |
Number of trading days | 30 days | 30 days | |
Common Class A [Member] | Maximum [Member] | |||
Issue price at closing of its initial business combination | $ 9.20 | $ 9.20 | |
Number of shares of common stock excercisable per warrant | 0.361 | ||
Common Class A [Member] | Minimum [Member] | |||
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | |
The aggregate gross proceeds from such issuances | 60.00% | 60.00% | |
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member] | |||
Share price | $ 18 | ||
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member] | |||
Share price | $ 10 | ||
Common Class A [Member] | Private Placement Warrant [Member] | |||
Exercise price per warrant | $ 11.50 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail) | Jun. 30, 2021USD ($) | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 9,798,000 | |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | 345,056,942 | [1] |
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | [1] |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 21,953,332 | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | $ 0 | [1] |
[1] | Excludes $969 of cash balance held within the Trust Account |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Parenthetical) (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash | $ 229,410 | $ 0 |
U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash | $ 969 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2021yr |
Exercise price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Stock price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 9.77 |
Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 21 |
Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 46.5 |
Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 5.42 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.94 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Fair Value Measurements -Summar
Fair Value Measurements -Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Change in fair value of derivative warrant liabilities | $ (2,928,333) | $ (3,423,668) | |
Fair Value, Inputs, Level 3 [Member] | |||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |||
Derivative warrant liabilities | 34,679,665 | $ 0 | 0 |
Issuance of Public and Private Warrants | 35,175,000 | ||
Transfer to Level 1 | (12,489,000) | ||
Change in fair value of derivative warrant liabilities | (237,333) | (495,335) | |
Derivative warrant liabilities | $ 21,953,332 | $ 34,679,665 | $ 21,953,332 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Change in fair value of derivative warrant liabilities | $ 2,928,333 | $ 3,423,668 | |
Class of warrants, exercise price per share | $ 11.50 | ||
Public Warrants [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Class of warrants, exercise price per share | $ 1.42 | $ 1.42 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Dec. 15, 2020 | Feb. 28, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding | 8,625,000 | |||||
Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |||
Sponsor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Advances received from related parties | $ 791,000 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period for services | 25,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings | $ 96,000 | |||||
Subsequent Event [Member] | Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, Stock split ratio | 1:1.2 | |||||
Common stock, shares outstanding | 8,625,000 | |||||
Subsequent Event [Member] | Sponsor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Advances received from related parties | $ 37,000 | |||||
Subsequent Event [Member] | Founder Shares [Member] | Darla Anderson [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period for services | 25,000 | |||||
Subsequent Event [Member] | Founder Shares [Member] | Francesca Luthi [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period for services | 25,000 | |||||
Subsequent Event [Member] | Founder Shares [Member] | Charles E [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period for services | 25,000 |