BigBear.ai (BBAI) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	GigCapital4, Inc.
Entity Central Index Key	0001836981
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		45,949,600
Entity Shell Company	true
Entity File Number	001-40031
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4164597
Entity Address, Address Line One	1731 Embarcadero Rd
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	276-7040
Document Transition Report	false
Document Quarterly Report	true
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-third of one Redeemable Warrant
Trading Symbol	GIGGU
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GIG
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	GIGGW
Security Exchange Name	NASDAQ

Condensed Balance Sheets (unaud

Condensed Balance Sheets (unaudited) - USD ($)		Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash		$ 2,172,952	$ 150,000
Prepaid expenses		812,795
Total current assets		2,985,747	150,000
Cash and marketable securities held in Trust Account		358,801,671
Deferred offering costs			230,653
Interest receivable on cash and marketable securities held in Trust Account		3,250
TOTAL ASSETS		361,790,668	380,653
Current liabilities
Accounts payable		50,628	34,395
Note payable to related parties			125,000
Payable to related parties		20,475	21
Accrued liabilities		362,745	230,333
Other current liabilities		1,468
Total current liabilities		435,316	389,749
Warrant liability		210,025
Deferred underwriting fee payable		12,558,000
Total liabilities		13,203,341	389,749
Commitments and contingencies (Note 5)
Common stock subject to possible redemption, 34,358,732 shares as of March 31, 2021, at a redemption value of $10.00 per share		343,587,320
Stockholders’ equity (deficit)
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 11,590,868 and 8,952,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively (1)(2)	[1],[2]	1,159	895
Additional paid-in capital		5,646,714	24,105
Accumulated deficit		(647,866)	(34,096)
Total stockholders’ equity (deficit)		5,000,007	(9,096)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)		$ 361,790,668	$ 380,653
[1]	December 31, 2020 share amounts have been retroactively adjusted to reflect the 1.2:1 stock split effected on February 8, 2021 (see Note 1).
[2]	The December 31, 2020 share number excludes the 1,170,000 Founder shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Condensed Balance Sheets (una_2

Condensed Balance Sheets (unaudited) (Parenthetical) - $ / shares	1 Months Ended
	Dec. 31, 2020	Mar. 31, 2021
Statement Of Financial Position [Abstract]
Reedemable common stock, shares		34,358,732
Reedemable common stock, price per share		$ 10
Preferred stock, par value	$ 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 stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	8,952,000	11,590,868
Common stock, shares outstanding	8,952,000	11,590,868
Number of shares forfeited	1,170,000

Condensed Statement of Operatio

Condensed Statement of Operations and Comprehensive Loss (unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
General and administrative expenses	$ 595,106
Loss from operations	(595,106)
Other income (expense)
Interest income on cash and marketable securities held in Trust Account	4,921
Other expense	(22,117)
Loss before provision for income taxes	(612,302)
Provision for income taxes	1,468
Net loss and comprehensive loss	$ (613,770)
Weighted-average common shares outstanding, basic and diluted | shares	10,375,485
Net loss per share common share, basic and diluted | $ / shares	$ (0.06)

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)	Total	IPO	FoundersPrivate Placement	UnderwritersPrivate Placement	Common Stock	Common StockIPO	Common StockFounders	Common StockFoundersPrivate Placement	Common StockUnderwritersPrivate Placement	Additional Paid In Capital	Additional Paid In CapitalIPO	Additional Paid In CapitalFoundersPrivate Placement	Additional Paid In CapitalUnderwritersPrivate Placement	Accumulated Deficit
Balance at Dec. 31, 2020	$ (9,096)				$ 895					$ 24,105				$ (34,096)
Balance, Shares at Dec. 31, 2020	8,952,000				8,952,000
Sale of common stock		$ 338,402,101	$ 8,500,000	$ 2,496,000		$ 3,588		$ 85	$ 25		$ 338,398,513	$ 8,499,915	$ 2,495,975
Sale of common stock, Shares						35,880,000	8,952,000	850,000	249,600
Issuance of common stock to Insiders for no consideration					$ 2					(2)
Issuance of Insider shares for no consideration, Shares	18,000				18,000
Fair value of warrants	$ (187,908)									(187,908)
Shares subject to redemption	(343,587,320)				$ (3,436)					(343,583,884)
Shares subject to redemption, Shares					(34,358,732)
Net loss	(613,770)													(613,770)
Balance at Mar. 31, 2021	$ 5,000,007				$ 1,159					$ 5,646,714				$ (647,866)
Balance, Shares at Mar. 31, 2021	11,590,868				11,590,868

Condensed Statement of Stockh_2

Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)	Feb. 08, 2021
Stock split ratio on common stock	1.2:1

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (unaudited)	3 Months Ended
	Mar. 31, 2021USD ($)
OPERATING ACTIVITIES
Net loss	$ (613,770)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	22,117
Interest earned on cash and marketable securities held in Trust Account	(4,921)
Change in operating assets and liabilities:
Prepaid and other current assets	(812,795)
Accounts payable	26,553
Payable to related parties	20,454
Accrued liabilities	282,745
Other current liabilities	1,468
Net cash used in operating activities	(1,078,149)
INVESTING ACTIVITIES
Investment of cash in Trust Account	(358,800,000)
Net cash used in investing activities	(358,800,000)
FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid	351,624,000
Repayment of borrowing from a related party	(125,000)
Payment of offering costs	(593,899)
Net cash provided by financing activities	361,901,101
Net increase in cash during period	2,022,952
Cash, beginning of period	150,000
Cash, end of period	2,172,952
Offering costs included in accrued liabilities	70,000
Fair value of warrant liability	187,908
Deferred underwriting fee payable	12,558,000
Change in value of common stock subject to possible redemption	5,185,219
Underwriters
FINANCING ACTIVITIES
Proceeds from sale of Private Placement Units	2,496,000
Payment of offering costs	(7,176,000)
Founder [Member]
FINANCING ACTIVITIES
Proceeds from sale of Private Placement Units	$ 8,500,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital4, Inc. (the “Company”) was incorporated in Delaware on December 4, 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,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 4, 2020 (date of inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split. On February 8, 2021, the registration statement on Form S-1 (File No. 333-252315), as amended (the “Registration Statement”), relating to the initial public offering (the “IPO”) of GigCapital4, Inc., a Delaware corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed, on February 8, 2021, a registration statement on Form S-1MEF (File No. 333-252867) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing in order to increase the size of the IPO. The Company concurrently entered into an underwriting agreement on February 8, 2021 to conduct the Offering, the closing of which was consummated on February 11, 2021 with the delivery of 35,880,000 units (the “Units”). The Units sold in the Offering consisted of the securities described in Note 3. The Offering generated gross proceeds of $358,800,000. Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 1,099,600 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigAcquisitions4, LLC, a Delaware limited liability company (the “Founder”) purchased 850,000 Private Placement Units and Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (collectively, the “Underwriters”) purchased 249,600 Private Placement Units in the aggregate. The Private Placement Units consisted of the securities described in Note 4. The closing of the Private Placement generated gross proceeds of $10,996,000 consisting of $8,500,000 from the sale of the Private Placement Units to the Founder and $2,496,000 from the sale of Private Placement Units to the Underwriters. Following the closing of the Offering, net proceeds in the amount of $351,624,000 from the sale of the Units and proceeds in the amount of $7,176,000 from the sale of Private Placement Units, for a total of $358,800,000, were placed in a trust account (“Trust Account”), which is described further below. Transaction costs for the offering amounted to $20,397,899, consisting of $7,176,000 of underwriting fees, $12,558,000 of deferred underwriting fees and $663,899 of offering costs. The Company’s remaining cash after payment of the offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 24 months from the closing of the Offering on February 11, 2021; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of the Offering on February 11, 2021. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) a target business (“Target Business”). As used herein, Target Business must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned at the time the Company signs a definitive agreement in connection with the business combination). There is no assurance that the Company will be able to successfully effect a business combination. The Company, after signing a definitive agreement for a business combination, will either (i) seek stockholder approval of the business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest but less taxes payable or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders to redeem their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by Nasdaq rules. If the Company seeks stockholder approval, it will complete its business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a business combination. In such case, the Company would not proceed with the redemption of its public shares and the related business combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a business combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest but less taxes payable. As a result, such shares of common stock have been recorded at their redemption amount and classified as temporary equity. The amount held in the Trust Account as of March 31, 2021 was $358,801,671, which represents cash and marketable securities of $358,800,000 from the sale of 35,880,000 Units at $10.00 per public share, net of underwriting fees of $7,176,000, the sale of 249,600 Private Placement Units to the Underwriters at $10.00 per Private Placement Unit, the sale of 850,000 Private Placement Units at $10.00 per Private Placement Unit, net of cash reserved for operating needs of the Company, and $1,671 of interest income earned on these holdings. Additionally, there was $3,250 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet as interest receivable on cash and marketable securities held in the Trust Account as of March 31, 2021. The Company will have 24 months from February 11, 2021, the closing date of the Offering, to complete its initial business combination. If the Company does not complete a business combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, and Ms. Hayes and Mr. Weightman (the “Insiders” as it relates to Ms. Hayes and Mr. Weightman) have entered into letter agreements with the Company, pursuant to which they have agreed to waive their rights to participate in any redemption with respect to their initial shares; however, if the Founder, the Underwriters, the Insiders or any of the Company’s officers, directors or affiliates acquired shares of common stock after the Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within the required time period. 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 less than the initial public offering price per Unit.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021, and the results of operations and cash flows for the period s presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's annual report on Form 10-K filed with the SEC on March 31, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of March 31, 2021 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Insiders representing 18,000 shares of common stock underlying restricted stock awards for the periods they were outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, 2021 Net loss $ (613,770 ) Less: net income attributable to common stock subject to redemption (2,582 ) Net loss attributable to common stockholders $ (616,352 ) Weighted-average common shares outstanding, basic and diluted 10,375,485 Net loss per share common share, basic and diluted $ (0.06 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of March 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. 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 approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $ 20,397,899 Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. 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. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the condensed statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Offering

Offering	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Offering	3. OFFERING On February 11, 2021, the Company completed the closing of the Offering whereby the Company sold 35,880,000 Units, including the issuance of 4,680,000 Units as a result of the underwriters’ exercise in full of their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”). per full share. Under the terms of the warrant agreement (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the Public Warrants during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders. On March 26, 2021, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on April 1, 2021. Any Units not separated will continue to trade on the Nasdaq under the symbol “GIGGU”. Any underlying shares of Common Stock and warrants that are separated will trade on the Nasdaq under the symbols “GIG,” and “GIGGW”, respectively.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	4. RELATED PARTY TRANSACTIONS Founder Shares During the period from December 4, 2020 (date of inception) to December 31, 2020, the Founder purchased 8,952,000 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.0027927 per share. Subsequent to December 31, 2020, the Company issued 12,000 insider shares to Ms. Hayes, one of its independent directors and chairwoman of both the compensation and nominating and corporate governance committees, and 6,000 insider shares to Mr. Weightman, its Chief Financial Officer, solely in consideration of future services, pursuant to Insider Shares Grant Agreements dated February 8, 2021 between the Company and each of the Insiders (the “Insider Shares”). The Insider Shares are subject to forfeiture if the individual resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the Common Stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founder and the Underwriters purchased from the Company an aggregate of 850,000 and 249,600 Private Placement Units, respectively, at a price of $10.00 per Unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s Common Stock , and one-third (1/3) of one warrant (a “Private Placement Warrant”) . Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6 . No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Private Placement Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders. The Company’s Founder, the Insiders and the Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 12 months after the date of the consummation of the Company’s Business Combination or (B) subsequent to the Company’s Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s Business Combination, or (y) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s Business Combination. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on February 8, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Administrative Services Agreement and Other Agreements The Company agreed to pay $25,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on February 9, 2021, the date the securities were first listed on the Nasdaq, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. COMMITMENTS AND CONTINGENCIES Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on February 8, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement . Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 4,680,000 additional Units to cover any over-allotments, at the Offering price less underwriting discounts and commissions, and such option was exercised in full on February 11, 2021, as described in Note3. The Company paid an underwriting discount of $0.20 per Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Unit, or $12,558,000, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described below. As further described in Note 4, the Underwriters have purchased 249,600 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s Common Stock , and one-third (1/3) of one Private Placement Warrant The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination. Related Party Loan The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest bearing, unsecured and was repaid on February 11, 2021.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	6. STOCKHOLDERS’ EQUITY Common Stock The authorized Common Stock of the Company includes up to 100,000,000 shares. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock. As of March 31, 2021, there were 11,590,868 shares of Common Stock issued and outstanding and not subject to possible redemption. There were 34,358,732 shares of Common Stock subject to possible redemption issued and outstanding as of March 31, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2021, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable for $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the w arrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Common Stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of Common Stock issuable upon exercise of the warrants included in the Units and Private Placement Units. As of March 31, 2021, there were 12,326,533 warrants outstanding. Stock-based Compensation Also included in the outstanding shares of Common Stock are 18,000

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The Company has determined that the warrants issued as part of the Private Placement Units are subject to treatment as a liability. As the transfer of these warrants to anyone other than the purchasers or their permitted transferees, would result in these warrants having substantially the same terms as the warrants issued in the Offering, the Company has determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the warrants issued as part of the Private Placement Units are classified as Level 3 financial instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 358,801,671 Liabilities: Warrant liability 3 $ 210,025 The fair value of the warrants was estimated using the following assumptions: As of February 9, 2021 As of March 31, 2021 Stock Price $ 9.83 $ 9.81 Volatility 10.00 % 10.00 % Risk free interest rate 0.62 % 1.06 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9 The change in the fair value of the Level 3 warrant liability during the three months ended March 31, 2021 is as follows: Three Months Ended March 31, 2021 Fair value - beginning of period $ — Additions 187,908 Change in fair value 22,117 Fair value - end of period $ 210,025 The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statement of operations and comprehensive loss for the period presented. Additionally, there was $3,250 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet in interest receivable on cash and marketable securities held in the Trust Account as of March 31, 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021, and the results of operations and cash flows for the period s presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's annual report on Form 10-K filed with the SEC on March 31, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of March 31, 2021 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Insiders representing 18,000 shares of common stock underlying restricted stock awards for the periods they were outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
Reconciliation of Net Loss Per Common Share	Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, 2021 Net loss $ (613,770 ) Less: net income attributable to common stock subject to redemption (2,582 ) Net loss attributable to common stockholders $ (616,352 ) Weighted-average common shares outstanding, basic and diluted 10,375,485 Net loss per share common share, basic and diluted $ (0.06 )
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of March 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. 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	Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature.
Use of 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs in the amount of $ 20,397,899
Common Stock Subject To Possible Redemption	Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
Share Based Compensation	Stock-based Compensation Stock-based compensation related to restricted stock awards are based on fair value of common stock on the grant date. The shares underlying the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. 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.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the condensed statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Recent Accounting Pronouncements	Recent Accounting Pronouncements

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Table)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Net Loss per Common Share, Basic and Diluted	In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended March 31, 2021 Net loss $ (613,770 ) Less: net income attributable to common stock subject to redemption (2,582 ) Net loss attributable to common stockholders $ (616,352 ) Weighted-average common shares outstanding, basic and diluted 10,375,485 Net loss per share common share, basic and diluted $ (0.06 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets Measured on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 358,801,671 Liabilities: Warrant liability 3 $ 210,025
Schedule of Fair Value of Warrants Estimated with Assumptions	The fair value of the warrants was estimated using the following assumptions: As of February 9, 2021 As of March 31, 2021 Stock Price $ 9.83 $ 9.81 Volatility 10.00 % 10.00 % Risk free interest rate 0.62 % 1.06 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9
Schedule of Change in Fair Value of Warrant Liability	The change in the fair value of the Level 3 warrant liability during the three months ended March 31, 2021 is as follows: Three Months Ended March 31, 2021 Fair value - beginning of period $ — Additions 187,908 Change in fair value 22,117 Fair value - end of period $ 210,025

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details)	Feb. 11, 2021USD ($)$ / sharesshares	Feb. 08, 2021	Mar. 31, 2021USD ($)$ / sharesshares
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Date of incorporation			Dec. 4, 2020
Sale of common stock, Shares | shares	35,880,000
Sale of units in private placement | shares			35,880,000
Sale of stock price per unit | $ / shares	$ 10		$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 351,624,000		$ 351,624,000
Transaction costs	20,397,899		$ 593,899
Deferred underwriting fees	12,558,000
Offering costs	$ 663,899
Decommissioning trust assets description			The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete a Business Combination within 24 months from the closing of the Offering on February 11, 2021; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete its initial Business Combination within 24 months from the closing of the Offering on February 11, 2021.
Common stock redemption percentage	100.00%
Public shares redemption percentage	100.00%
Minimum percentage of fair market value of business acquisition to trust account balance			80.00%
Amount held in the trust account			$ 358,801,671
Cash and short-term investments			358,800,000
Interest income earned			1,671
Interest receivable on cash and marketable securities held in Trust Account			3,250
Minimum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net tangible assets			5,000,001
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net interest to pay dissolution expenses			$ 100,000
Underwriting Agreement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of unit	$ 358,800,000
IPO | Underwriting Agreement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of common stock, Shares | shares	35,880,000
Private Placement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of unit	$ 10,996,000
Sale of units in private placement | shares	1,099,600		249,600
Sale of stock price per unit | $ / shares	$ 10		$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 7,176,000
Private Placement | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of unit	$ 8,500,000
Sale of units in private placement | shares	850,000
Private Placement | Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of unit	$ 2,496,000
Sale of units in private placement | shares	249,600		249,600
Sale of stock price per unit | $ / shares			$ 10
Private Placement | Founders
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in private placement | shares			850,000
Sale of stock price per unit | $ / shares			$ 10
Underwriter Fees
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Transaction costs	$ 7,176,000
Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Transaction costs			$ 7,176,000
Common Stock
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock split, description			On February 8, 2021, the Company effected a 1.2:1 stock split of its common stock. All common stock share numbers and prices have been retroactively adjusted to reflect the stock split.
Stock split ratio on common stock		1.2
Common Stock | Founders
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of common stock, Shares | shares			8,952,000
Proceeds from issuance of unit			$ 25,000
Common Stock | IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of common stock, Shares | shares			35,880,000
Common Stock | Private Placement | Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of common stock, Shares | shares			249,600
Common Stock | Private Placement | Founders
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of common stock, Shares | shares			850,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021USD ($)shares
Accounting Policies [Abstract]
Issuance of Insider shares for no consideration, Shares | shares	18,000
Offering costs charged to stockholders' equity upon completion of offering | $	$ 20,397,899

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Earnings Per Share [Abstract]
Net loss	$ (613,770)
Less: net income attributable to common stock subject to redemption	(2,582)
Net loss attributable to common stockholders	$ (616,352)
Weighted-average common shares outstanding, basic and diluted | shares	10,375,485
Net loss per share common share, basic and diluted | $ / shares	$ (0.06)

Offering - Additional Informati

Offering - Additional Information (Details) - USD ($)	Feb. 11, 2021	Mar. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Sale of common stock, Shares	35,880,000
Sale of stock price per unit	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Number of public warrants to be exercised in order to obtain whole shares of common stock	3
Number of shares of common stock per unit	1
Exercise price of warrants	$ 11.50
Over-Allotment Option
Class Of Stock [Line Items]
Sale of common stock, Shares	4,680,000	249,600
Warrants
Class Of Stock [Line Items]
Sale of units description	Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”).
Exercise price of warrants		$ 11.50
Number of fractional shares issued upon exercise of warrants	0
Period after business combination when warrants become exercisable	30 days	30 days
Period after offering when warrants become exercisable	12 months	12 months
Warrants exercisable expiration period after completion of business combination	5 years	5 years
Period allotted to complete the business combination	24 months	24 months
Net cash settlement value of warrants	$ 0	$ 0
Redemption price per warrant	$ 0.01	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days	30 days
Minimum price per share required for redemption of warrants	$ 18	$ 18
Warrants redemption covenant, threshold trading days	20 days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days	30 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Feb. 11, 2021	Mar. 31, 2021	Feb. 09, 2021
Related Party Transaction [Line Items]
Sale of common stock, Shares	35,880,000
Sale of common stock price per share		$ 9.81	$ 9.83
Sale of units in private placement		35,880,000
Sale of stock price per unit	$ 10	$ 10
Number of shares of common stock per unit	1
Exercise price of warrants	$ 11.50
Holding period of shares for completion of business combination		12 months
Number of trading period for transfer of shares		20 days
Number of consecutive trading period for transfer of shares		30 days
Period after completion of business combination to allow transfer of shares		30 days
Maximum [Member]
Related Party Transaction [Line Items]
Period after business combination to allow transfer of shares		90 days
Private Placement
Related Party Transaction [Line Items]
Proceeds from issuance of unit	$ 10,996,000
Sale of units in private placement	1,099,600	249,600
Sale of stock price per unit	$ 10	$ 10
Insider Shares Grant Agreements
Related Party Transaction [Line Items]
Effective Date Of Grant Award Agreement		Feb. 8, 2021
Common Stock
Related Party Transaction [Line Items]
Stock price threshold that allows transfer of shares		$ 12
Common Stock | Maximum [Member]
Related Party Transaction [Line Items]
Exercise price of warrants		9.20
Warrants
Related Party Transaction [Line Items]
Sale of units description	Each Unit consists of one share of the Company’s common stock, $0.0001 par value (“Common Stock”), and one-third (1/3) of one redeemable warrant (a “Public Warrant”).
Exercise price of warrants		$ 11.50
Number of fractional shares issued upon exercise of warrants	0
Period after business combination when warrants become exercisable	30 days	30 days
Period after offering when warrants become exercisable	12 months	12 months
Warrants exercisable expiration period after completion of business combination	5 years	5 years
Period allotted to complete the business combination	24 months	24 months
Net cash settlement value of warrants	$ 0	$ 0
Redemption price per warrant	$ 0.01	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days	30 days
Minimum price per share required for redemption of warrants	$ 18	$ 18
Warrants redemption covenant, threshold trading days	20 days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days	30 days
Warrants | Maximum [Member]
Related Party Transaction [Line Items]
Exercise price of warrants		$ 9.20
Founders | Private Placement
Related Party Transaction [Line Items]
Sale of common stock price per share		$ 10
Sale of units in private placement		850,000
Sale of stock price per unit		$ 10
Number of shares of common stock per unit		1
Exercise price of warrants		$ 11.50
Founders | Common Stock
Related Party Transaction [Line Items]
Sale of common stock, Shares		8,952,000
Proceeds from issuance of unit		$ 25,000
Sale of common stock price per share		$ 0.0027927
Founders | Common Stock | Private Placement
Related Party Transaction [Line Items]
Sale of common stock, Shares		850,000
Ms Hayes | Insider Shares Grant Agreements
Related Party Transaction [Line Items]
Common stock issued in consideration for future service		12,000
Mr Weightman | Insider Shares Grant Agreements
Related Party Transaction [Line Items]
Common stock issued in consideration for future service		6,000
Underwriters | Private Placement
Related Party Transaction [Line Items]
Proceeds from issuance of unit	$ 2,496,000
Sale of common stock price per share		$ 10
Sale of units in private placement	249,600	249,600
Sale of stock price per unit		$ 10
Number of shares of common stock per unit		1
Exercise price of warrants		$ 11.50
Underwriters | Common Stock | Private Placement
Related Party Transaction [Line Items]
Sale of common stock, Shares		249,600
Founder and Underwriters | Private Placement
Related Party Transaction [Line Items]
Number of shares of common stock per unit		1
Sale of units description		Each Private Placement Unit consists of one share of the Company’s Common Stock, and one-third (1/3) of one warrant (a “Private Placement Warrant”).
Exercise price of warrants		$ 11.50
Founder and Underwriters | Warrants | Private Placement
Related Party Transaction [Line Items]
Number of fractional shares issued upon exercise of warrants		0
Period after business combination when warrants become exercisable		30 days
Period after offering when warrants become exercisable		12 months
Warrants exercisable expiration period after completion of business combination		5 years
Net cash settlement value of warrants		$ 0
Redemption price per warrant		$ 0.01
Minimum period of prior written notice of redemption of warrants		30 days
Minimum price per share required for redemption of warrants		$ 18
Warrants redemption covenant, threshold trading days		20 days
Warrants redemption covenant, threshold consecutive trading days		30 days
Founder and Underwriters | Warrants | Private Placement | Maximum [Member]
Related Party Transaction [Line Items]
Period allotted to complete the business combination		24 months
Affiliate Of Sponsor | Office Space, Administrative Services and Secretarial Support
Related Party Transaction [Line Items]
Payment to affiliate of sponsor		$ 25,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)	Feb. 11, 2021	Mar. 31, 2021
Other Commitments [Line Items]
Paid an underwriting discount in cash		$ 0.20
Deferred underwriting commissions per unit		$ 0.35
Aggregate deferred underwriting commissions		$ 12,558,000
Sale of common stock, Shares	35,880,000
Repayments of Related Party Debt		125,000
Founders
Other Commitments [Line Items]
Repayments of Related Party Debt		$ 125,000
Over-Allotment Option
Other Commitments [Line Items]
Option to purchase additional units to cover over-allotments		4,680,000
Over-allotment option, exercise date		Feb. 11, 2021
Underwriters option period		45 days
Sale of common stock, Shares	4,680,000	249,600
Proceeds from sale of Private Placement Units		$ 2,496,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($)	Feb. 11, 2021	Mar. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, shares issued		11,590,868	8,952,000
Common stock, shares outstanding		11,590,868	8,952,000
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred Stock, Shares Issued		0	0
Preferred stock, shares outstanding		0	0
Exercise price of warrants	$ 11.50
Non-Employee Consultants | Restricted Stock
Class Of Stock [Line Items]
Number of shares subject to forfeiture		18,000
Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000
Common stock, voting rights per share		Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock.
Common stock, shares issued		11,590,868
Common stock, shares outstanding		11,590,868	8,952,000
Temporary Equity, Shares Outstanding		34,358,732
Common Stock | Maximum [Member]
Class Of Stock [Line Items]
Exercise price of warrants		$ 9.20
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred Stock, Shares Issued		0
Preferred stock, shares outstanding		0
Warrants
Class Of Stock [Line Items]
Exercise price of warrants		$ 11.50
Percentage of warrants exercise price		115.00%
Period after business combination when warrants become exercisable	30 days	30 days
Period after offering when warrants become exercisable	12 months	12 months
Warrants exercisable expiration period after completion of business combination	5 years	5 years
Period allotted to complete the business combination	24 months	24 months
Net cash settlement value of warrants	$ 0	$ 0
Redemption price per warrant	$ 0.01	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days	30 days
Minimum price per share required for redemption of warrants	$ 18	$ 18
Warrants redemption covenant, threshold trading days	20 days	20 days
Warrants redemption covenant, threshold consecutive trading days	30 days	30 days
Warrants or rights outstanding		12,326,533
Warrants | Minimum
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds of equity issuances		65.00%
Warrants | Maximum [Member]
Class Of Stock [Line Items]
Exercise price of warrants		$ 9.20

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details)	Mar. 31, 2021USD ($)
ASSETS
Cash and marketable securities held in Trust Account	$ 358,801,671
Level 1
ASSETS
Cash and marketable securities held in Trust Account	358,801,671
Level 2
Liabilities:
Warrant liability	$ 210,025

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Fair Value of Warrants Estimated with Assumptions (Details) - $ / shares	Mar. 31, 2021	Feb. 09, 2021
Fair Value Disclosures [Abstract]
Stock Price	$ 9.81	$ 9.83
Volatility	10.00%	10.00%
Risk free interest rate	1.06%	0.62%
Exercise price	$ 11.50	$ 11.50
Time to maturity - years	5 years 10 months 24 days	6 years

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liability (Details) - Warrant Liability [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Additions	$ 187,908
Change in fair value	22,117
Fair value - end of period	$ 210,025

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	Mar. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Interest receivable on cash and marketable securities held in the Trust Account	$ 3,250