Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001838527 | |
Entity File Number | 001-40022 | |
Entity Registrant Name | Spartan Acquisition Corp. III | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1182458 | |
Entity Address, Address Line One | 9 West 57th Street, 43rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 515-3200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fourth of one warrant | |
Trading Symbol | SPAQ.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | SPAQ | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 55,200,000 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | SPAQ.WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,800,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,096,477 | |
Prepaid expenses | 1,502,269 | |
Total current assets | 2,598,746 | |
Investments held in Trust Account | 552,015,641 | |
Deferred offering costs | $ 93,774 | |
Total Assets | 554,614,387 | 93,774 |
Current liabilities: | ||
Accrued expenses | 1,175,752 | 70,374 |
Franchise tax payable | 48,719 | 450 |
Total current liabilities | 1,224,471 | 70,824 |
Derivative warrant liabilities | 35,132,880 | |
Deferred underwriting commissions in connection with the initial public offering | 19,320,000 | |
Total liabilities | 55,677,351 | 70,824 |
Commitments and Contingencies (Note 5) | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 9,430,590 | 23,620 |
Accumulated deficit | (4,432,545) | (2,050) |
Total stockholders' equity | 5,000,006 | 22,950 |
Total Liabilities and Stockholders' Equity | 554,614,387 | 93,774 |
Class A Common Stock | ||
Current liabilities: | ||
Class A common stock; 250,000,000 shares authorized; 49,393,703 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 493,937,030 | |
Stockholders' Equity: | ||
Common stock value | 581 | |
Total stockholders' equity | 581 | |
Class B Common Stock | ||
Stockholders' Equity: | ||
Common stock value | 1,380 | 1,380 |
Total stockholders' equity | $ 1,380 | $ 1,380 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Temporary equity, shares authorized | 250,000,000 | 250,000,000 |
Temporary equity subject to possible redemption | 49,393,703 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 5,806,297 | 0 |
Common stock, shares, outstanding | 5,806,297 | 0 |
Common stock subject to possible redemption | 49,393,703 | 0 |
Class B Common Stock | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 13,800,000 | 13,800,000 |
Common stock, shares, outstanding | 13,800,000 | 13,800,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 850,231 |
General and administrative expenses - related party | 16,429 |
Franchise tax expenses | 48,269 |
Loss from operations | (914,929) |
Transaction costs - derivative warrant liabilities | (1,068,440) |
Change in fair value of derivative warrant liabilities | (2,462,880) |
Interest earned on bank account | 113 |
Interest income from investments held in Trust account | 15,641 |
Net loss | $ (4,430,495) |
Class A Common Stock | |
Weighted average shares outstanding | shares | 55,200,000 |
Class B Common Stock | |
Weighted average shares outstanding | shares | 12,980,000 |
Basic and diluted net income per share | $ / shares | $ (0.34) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock - shares | 1 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stock dividend | 2,300,000 | ||
Common stock, shares, outstanding | 13,800,000 | 13,800,000 | 13,800,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balances at Dec. 31, 2020 | $ 22,950 | $ 1,380 | $ 23,620 | $ (2,050) | |
Balances, Shares at Dec. 31, 2020 | 0 | 13,800,000 | |||
Sale of units in initial public offering, less fair value of public warrants | 533,370,000 | $ 5,520 | 533,364,480 | ||
Sale of units in initial public offering, less fair value of public warrants, Shares | 55,200,000 | ||||
Offering costs | (30,025,419) | (30,025,419) | |||
Common stock subject to possible redemption | (493,937,030) | $ (4,939) | (493,932,091) | ||
Common stock subject to possible redemption, Shares | (49,393,703) | ||||
Net loss | (4,430,495) | (4,430,495) | |||
Balances at Mar. 31, 2021 | $ 5,000,006 | $ 581 | $ 1,380 | $ 9,430,590 | $ (4,432,545) |
Balances, Shares at Mar. 31, 2021 | 5,806,297 | 13,800,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Class B Common Stock - shares | Feb. 10, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock shares subject to forfeiture if overallotment option was not exercised | 1,800,000 | |||
Stock dividend | 2,300,000 | |||
Common stock, shares, outstanding | 13,800,000 | 13,800,000 | 13,800,000 | |
Maximum | ||||
Common stock shares subject to forfeiture if overallotment option was not exercised | 1,800,000 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,430,495) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and adminsitrative expenses paid by related party under note payable | 26,801 |
Change in fair value of derivative warrant liabilities | 2,462,880 |
Transaction costs - derivative warrant liabilities | 1,068,440 |
Interest income from investments held in Trust Account | (15,641) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,502,269) |
Accrued expenses | 694,151 |
Franchise tax payable | 48,269 |
Net cash used in operating activities | (1,647,864) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (552,000,000) |
Net cash used in investing activities | (552,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payble to related party | (181,624) |
Proceeds received from initial public offering, gross | 552,000,000 |
Proceeds received from private placement | 14,040,000 |
Offering costs paid | (11,114,035) |
Net cash provided in financing activities | 554,744,341 |
Net change in cash | 1,096,477 |
Cash - end of the period | 1,096,477 |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in accrued expenses | 411,227 |
Offering costs funded with note payable | 154,823 |
Deferred underwriting commissions in connection with the initial public offering | 19,320,000 |
Initial value of Class A common stock subject to possible redemption | 497,276,570 |
Change in value of Class A common stock subject to possible redemption | $ (3,339,540) |
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 | Note 1 - Description of Organization and Business Operations Spartan Acquisition Corp. III (the “Company”) was incorporated in Delaware on December 23, 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 “Initial 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 January 1, 2021 to March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the net proceeds of its Initial Public Offering and Private Placement (described below). The Company’s sponsor is Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021. On February 11, 2021, the Company consummated its Initial Public Offering of 55,200,000 units (the “Units” and, with respect to the shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), included in the Units being offered, the “Public Shares”), including 7,200,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $552.0 million, and incurring offering costs of approximately $31.1 million, of which approximately $19.3 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 9,360,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $14.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $552.0 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 (the “Trust Account”). The proceeds held in the Trust Account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions 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 franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or February 11, 2023 (or 27 months from the closing of the Initial Public Offering, or May 11, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “public stockholders”) of the Public Shares. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial 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 not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to 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 on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares 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 law or under the New York Stock Exchange (“NYSE”) rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial 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. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement, in connection with the Initial Public Offering, with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $ The Company’s liquidity needs to date have been satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $182,000 under the Note (as defined in Note 4). The Company repaid the Note in full on February 17, 2021. Subsequent from the consummation of the Initial Public Offering, 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. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an Initial Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K, the final prospectus and the Annual Report on Form 10-K, each filed by the Company with the U.S. Securities and Exchange Commission the (“SEC”) on February 17, 2021, February 8, 2021 and March 30, 2021, respectively. Revision of Previously Issued Financial Statements On April 12, 2021, the staff of the U.S. Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “ Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance in February 2021, the Company’s warrants (the “Warrants”) were accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s audit committee, management concluded that the W arrants should be presented as liabilities with subsequent fair value remeasurement. The W arrants were reflected as a component of equity in the post-Initial Public Offering Balance Sheet as opposed to liabilities on the balance sheets, based on the Company’s application of FASB ASC Topic 815-40, “ Derivatives and Hedging, Contracts in Entity’s Own Equity ” (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to such warrant agreement. The Company reassessed its accounting for the Warrants issued on February 11, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations for each reporting period. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $32.7 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the February 11, 2021 balance sheet. In addition, there was a $1.1 million increase to additional paid-in capital and offsetting decrease to accumulated deficit to the February 11, 2021 balance sheet. There was no impact to the Company’s financial position or shareholders’ equity. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of the warrant liabilities. 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. As of March 31, 2021 and December 31, 2020, there were no cash equivalents held outside of the trust account. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed 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 from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements 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 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non- operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,360,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants have been estimated using a Black-Scholes option pricing model. 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 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 49,393,703 and 0 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s audited condensed balance sheets, respectively. Income Taxes The Company’s taxable income primarily consists of interest income from investments in the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2021, income tax expense for the period was deemed to be immaterial. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. 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. Net Loss Per Share of Common Stock Net loss per common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,160,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations include a presentation of loss per common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share for the three months ended March 31, 2021, basic and diluted for Class A common stock, was calculated by dividing the interest income earned on investments held in the Trust Account of approximately $ 16,000 At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) also -linked T ted ASU 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On February 11, 2021, the Company consummated its Initial Public Offering of 55,200,000 Units, including 7,200,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $552.0 million, and incurring offering costs of approximately $31.1 million, of which approximately $19.3 million was for deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one Public Warrant. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On December 23, 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of offering costs on behalf of the Company, or approximately $0.002 per share. In February 2021, the Sponsor forfeited 100,000 Founder Shares back to the Company and the Company issued an aggregate of 100,000 Founder Shares, in an amount totaling 50,000, to each of the Company’s independent directors. In February 2021, the Company effected a dividend on 2,300,000 of the Company’s Founder Shares, which resulted in an aggregate of 13,800,000 Founder Shares outstanding. Up to 1,800,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option is not exercised 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 underwriters exercised the over-allotment option in full on February 11, 2021; thus, these 1,800,000 Founder Shares were no longer subject to forfeiture. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,360,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $14.0 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On December 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of March 31, 2021, In addition, in order to finance transaction costs in connection with an Initial 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 an Initial Business Combination, the Company will 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 an Initial 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 an Initial 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 Initial Business Combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 , the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021, the Company paid approximately $16,000 in administrative fees. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed in connection with the consummation Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. 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 option to purchase up to 7,200,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on February 11, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $19.3 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 an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Equity | Note 6 - Stockholder’s Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 5,806,297 shares of Class A common stock issued or outstanding, excluding 49,393,703 shares subject to possible redemption. As of December 31, 2020, there were no Class A common stock issued and outstanding. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 13,800,000 shares of Class B common stock issued and outstanding, which such amount having been retroactively restated to reflect the stock dividend in February 2021 as discussed in Note 4. Of the 13,800,000 shares of Class B common stock outstanding, 1,800,000 shares of Class B common stock are subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Founder Shares will collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriters exercised the over-allotment option in full on February 11, 2021; thus, these 1,800,000 shares of Class B common stock are no longer subject to forfeiture. Holders of Class A common stock and 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. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7 – Derivative Warrant Liabilities As of March 31, 2021, there were 13,800,000 and 9,360,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares of Class A common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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. 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 Private Placement Warrants (including 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 an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • 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, or the 30-day redemption period, to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations Redemption of warrants 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 a price of $ 0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; • upon a minimum of 30 days’ prior written notice to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an Initial 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 | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: March 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observables Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 552,015,641 $ - $ - Liabilities: Derivative public warrant liabilities $ - $ 20,175,600 Derivative private warrant liabilities $ - $ 14,957,280 Total Fair Value $ 552,015,641 $ - $ 35,132,880 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. Level 1 assets include direct investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and the Private Placement Warrants have been estimated using a Black-Scholes option pricing model. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of February 11, 2021 As of March 31, 2021 Volatility 30.0 % 27.5 % Stock Price $ 9.55 $ 9.60 Expected life of the options to convert 5 % 5 % Risk-free rate 0.65 % 1.16 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants 32,670,000 Change in fair value of derivative warrant liabilities 2,462,880 Derivative warrant liabilities at March 31, 2021 $ 35,132,880 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and 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 financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K, the final prospectus and the Annual Report on Form 10-K, each filed by the Company with the U.S. Securities and Exchange Commission the (“SEC”) on February 17, 2021, February 8, 2021 and March 30, 2021, respectively. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements On April 12, 2021, the staff of the U.S. Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “ Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance in February 2021, the Company’s warrants (the “Warrants”) were accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s audit committee, management concluded that the W arrants should be presented as liabilities with subsequent fair value remeasurement. The W arrants were reflected as a component of equity in the post-Initial Public Offering Balance Sheet as opposed to liabilities on the balance sheets, based on the Company’s application of FASB ASC Topic 815-40, “ Derivatives and Hedging, Contracts in Entity’s Own Equity ” (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to such warrant agreement. The Company reassessed its accounting for the Warrants issued on February 11, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations for each reporting period. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $32.7 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the February 11, 2021 balance sheet. In addition, there was a $1.1 million increase to additional paid-in capital and offsetting decrease to accumulated deficit to the February 11, 2021 balance sheet. There was no impact to the Company’s financial position or shareholders’ equity. |
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of the warrant liabilities. |
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. As of March 31, 2021 and December 31, 2020, there were no cash equivalents held outside of the trust account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed 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 from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements |
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 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. |
Offering Costs Associated With the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non- operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,360,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants have been estimated using a Black-Scholes option pricing model. |
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 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 49,393,703 and 0 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s audited condensed balance sheets, respectively. |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income from investments in the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the three months ended March 31, 2021, income tax expense for the period was deemed to be immaterial. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. 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. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,160,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations include a presentation of loss per common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share for the three months ended March 31, 2021, basic and diluted for Class A common stock, was calculated by dividing the interest income earned on investments held in the Trust Account of approximately $ 16,000 At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) also -linked T ted ASU 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 financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: March 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observables Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 552,015,641 $ - $ - Liabilities: Derivative public warrant liabilities $ - $ 20,175,600 Derivative private warrant liabilities $ - $ 14,957,280 Total Fair Value $ 552,015,641 $ - $ 35,132,880 |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of February 11, 2021 As of March 31, 2021 Volatility 30.0 % 27.5 % Stock Price $ 9.55 $ 9.60 Expected life of the options to convert 5 % 5 % Risk-free rate 0.65 % 1.16 % Dividend yield 0.0 % 0.0 % |
Schedule of Change in Fair Value of Derivative Warrant Liabilities, Measured Using Level 3 Inputs | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants 32,670,000 Change in fair value of derivative warrant liabilities 2,462,880 Derivative warrant liabilities at March 31, 2021 $ 35,132,880 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Feb. 11, 2021 | Dec. 23, 2020 | Feb. 16, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Description Of Organization And Business Operations [Line Items] | |||||
Entity incorporation, date of incorporation | Dec. 23, 2020 | ||||
Shares issued price per share | $ 10 | ||||
Gross proceeds from the initial public offering | $ 552,000,000 | ||||
Deferred offering costs | 31,100,000 | $ 93,774 | |||
Deferred underwriting commissions | $ 19,300,000 | ||||
Proceeds received from initial public offering, gross | $ 552,000,000 | ||||
Interest used to pay franchise and income tax, reduces dissolution expenses | $ 100,000 | ||||
Redemption percentage of public shares if business combination is not completed within specific period | 100.00% | ||||
Period from closing of public offering to complete business combination scenario one | 24 months | ||||
Date from closing of public offering to complete business combination scenario one | Feb. 11, 2023 | ||||
Period from closing of public offering to complete business combination scenario two | 27 months | ||||
Date from closing of public offering to complete business combination scenario two | May 11, 2023 | ||||
Minimum percentage of fair market value of business combination assets held in trust account | 80.00% | ||||
Redemption of shares, minimum net tangible assets to complete business combination | $ 5,000,001 | ||||
Cash | 1,096,477 | ||||
Working capital deficit | $ 1,400,000 | ||||
Proceeds from issuance of common stock to the Sponsor | $ 25,000 | ||||
Proceeds received under loan from the Sponsor | $ 182,000 | ||||
Debt instrument repayment date | Feb. 17, 2021 | ||||
Class A Common Stock | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period (in shares) | 55,200,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Initial Public Offering | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period (in shares) | 55,200,000 | ||||
Shares issued price per share | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 552,000,000 | ||||
Initial Public Offering | Class A Common Stock | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period (in shares) | 55,200,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | ||||
Over-Allotment Option | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period (in shares) | 7,200,000 | ||||
Over-Allotment Option | Class A Common Stock | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period (in shares) | 7,200,000 | ||||
Shares issued price per share | $ 10 | ||||
Private Placement Warrants | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Warrants issued during period | 9,360,000 | ||||
Warrants issued price per share | $ 1.50 | ||||
Proceeds received from private placement | $ 14,000,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Feb. 11, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Increase in derivative liabilities | $ 32,700,000 | ||
Increase to additional paid-in capital | 1,100,000 | ||
Decrease to accumulated deficit | $ 1,100,000 | ||
Cash equivalents held outside of trust account | $ 0 | $ 0 | |
Federal depository insurance coverage | 250,000 | ||
Deferred tax assets | 189,000 | ||
Unrecognized tax benefits | 0 | ||
Accrued interest and penalties related to unrecognized tax benefits | 0 | ||
Interest income earned on investments held in Trust Account | 15,641 | ||
Investment income earned | 16,000 | ||
Net loss | 4,430,495 | ||
Loss | $ 4,400,000 | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Accounting Standards Update [Extensible List] | spaq:AccountingStandardsUpdate202006Member | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Warrants | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Warrants not included in calculation of diluted loss per share | 23,160,000 | ||
Class A Common Stock | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Class A common stock subject to possible redemption | 49,393,703 | 0 | |
Weighted average number of shares outstanding | 55,200,000 | ||
Income attributable to Class A common stock | $ 0 | ||
Class B Common Stock | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Weighted average number of shares outstanding | 12,980,000 | ||
Public Warrants | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Warrants issued | 13,800,000 | ||
Private Placement Warrants | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Warrants issued | 9,360,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Feb. 11, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | |||
Shares issued price per share | $ 10 | ||
Proceeds from sale of Units in Public Offering | $ 552,000,000 | ||
Offering costs | $ 11,114,035 | ||
Class A Common Stock | |||
Initial Public Offering [Line Items] | |||
Sale of Units in Public Offering, Shares | 55,200,000 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Initial Public Offering | |||
Initial Public Offering [Line Items] | |||
Sale of Units in Public Offering, Shares | 55,200,000 | ||
Shares issued price per share | $ 10 | ||
Proceeds from sale of Units in Public Offering | $ 552,000,000 | ||
Offering costs | 31,100,000 | ||
Deferred underwriting commissions | $ 19,300,000 | ||
Initial Public Offering | Class A Common Stock | |||
Initial Public Offering [Line Items] | |||
Sale of Units in Public Offering, Shares | 55,200,000 | ||
Common stock, par or stated value per share | $ 0.0001 | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Sale of Units in Public Offering, Shares | 7,200,000 | ||
Over-Allotment Option | Class A Common Stock | |||
Initial Public Offering [Line Items] | |||
Sale of Units in Public Offering, Shares | 7,200,000 | ||
Shares issued price per share | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 11, 2021 | Feb. 10, 2021 | Dec. 23, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Offering costs | $ 11,114,035 | |||||
Threshold number of trading days that common stock spice equals or exceeds | 20 days | |||||
Threshold number of consecutive trading days that common stock spice equals or exceeds | 30 days | |||||
Threshold days commencing after initial business combination | 150 days | |||||
Exercise price per share | $ 11.50 | |||||
Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued during period | 9,360,000 | |||||
Warrants issued price per share | $ 1.50 | |||||
Proceeds received from private placement | $ 14,000,000 | |||||
Number of securities into which each warrant is exercisable | 1 | |||||
Exercise price per share | $ 11.50 | |||||
Threshold days to transfer, assign or sell warrants after completion of initial business combination | 30 days | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative support expense per month | $ 10,000 | |||||
Administrative fees paid | 16,000 | |||||
Sponsor | Note | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate amount of loan | $ 300,000 | $ 182,000 | ||||
Sponsor | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of debt to warrants price per share | $ 1.50 | |||||
Debt outstanding | $ 0 | |||||
Sponsor | Working Capital Loans | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Loans may be convertible into warrants | $ 1,500,000 | |||||
Founder Share | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period (in shares) | 100,000 | |||||
Shares forfeited | 100,000 | |||||
Stock dividend | 2,300,000 | |||||
Common stock, shares, outstanding | 13,800,000 | 13,800,000 | 13,800,000 | |||
Common stock shares subject to forfeiture if overallotment option was not exercised | 1,800,000 | |||||
Percentage of issued and outstanding shares | 20.00% | |||||
Common stock no longer subject to forfeiture upon exercise of underwriters over-allotment option | 1,800,000 | |||||
Founder Share | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares subject to forfeiture if overallotment option was not exercised | 1,800,000 | |||||
Founder Share | Independent Director | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period (in shares) | 50,000 | |||||
Founder Share | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period (in shares) | 11,500,000 | |||||
Offering costs | $ 25,000 | |||||
Payment of offering costs per share | $ 0.002 | |||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period (in shares) | 55,200,000 | |||||
Common stock, shares, outstanding | 5,806,297 | 0 | ||||
Reported last sale price | $ 12 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | Feb. 11, 2021USD ($)$ / sharesshares |
Commitments And Contingencies [Line Items] | |
Underwriting discount price per unit | $ / shares | $ 0.20 |
Payment for underwriters | $ | $ 11 |
Deferred underwriting commissions per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions | $ | $ 19.3 |
Over-Allotment Option | |
Commitments And Contingencies [Line Items] | |
Additional units purchased | shares | 7,200,000 |
Underwriters option period | 45 days |
Underwriters exercised over-allotment option date | Feb. 11, 2021 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2021 | Feb. 28, 2021 | Feb. 11, 2021 | Feb. 10, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||||
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, voting rights | Holders of Class A common stock and 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. Each share of common stock will have one vote on all such matters. | ||||
Common stock, conversion basis | one-for-one basis | ||||
Common stock, terms of conversion | The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. | ||||
Aggregate percentage of Class A common stock issuable upon conversion of all Class B common stock | 20.00% | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares, issued | 5,806,297 | 0 | |||
Common stock, shares, outstanding | 5,806,297 | 0 | |||
Class A common stock subject to possible redemption | 49,393,703 | 0 | |||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, issued | 13,800,000 | 13,800,000 | |||
Common stock, shares, outstanding | 13,800,000 | 13,800,000 | 13,800,000 | ||
Common stock, shares subject to forfeiture | 1,800,000 | ||||
Founder shares percentage | 20.00% | ||||
Common stock no longer subject to forfeiture upon exercise of underwriters over-allotment option | 1,800,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class Of Stock [Line Items] | |
Exercise price per share | $ 11.50 |
Warrants expiration period | 5 years |
Warrants exercisable period upon completion of initial business combination | 30 days |
Warrants exercisable period from closing of initial public offering | 12 months |
Warrants exercise basis | cashless basis |
Minimum period required for transferable, assignable or salable of private placement warrants | 30 days |
Number fractional shares of Class A common stock will be issued upon redemption. | shares | 0 |
Class A Common Stock | |
Class Of Stock [Line Items] | |
Redemption period of warrants | 30 days |
Class A Common Stock | Price per share of Class A common stock equals or exceeds $18.00 | |
Class Of Stock [Line Items] | |
Common stock redemption stock price per share (in Dollars per share) | $ 18 |
Price per warrant | $ 0.01 |
Prior written notice period of warrants for redemption | 30 days |
Redemption period of warrants | 30 days |
Number trading days in thirty days trading period that required share price equal or exceeds for redemption of warrants | 20 days |
Exercise price (in Dollars per share) | $ 11.50 |
Class A Common Stock | Price per share of Class A common stock equals or exceeds $10.00 | |
Class Of Stock [Line Items] | |
Common stock redemption stock price per share (in Dollars per share) | 10 |
Price per warrant | $ 0.10 |
Prior written notice period of warrants for redemption | 30 days |
Number trading days that required to determine average fair market value of Class A common stock | 10 days |
Common stock redemption shares | shares | 0.361 |
Public Warrants | |
Class Of Stock [Line Items] | |
Warrants outstanding | shares | 13,800,000 |
Private Placement Warrants | |
Class Of Stock [Line Items] | |
Warrants outstanding | shares | 9,360,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured on Recurring Basis (Details) | Mar. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 552,015,641 |
Recurring Basis | Level 1 | |
Assets: | |
Investments held in Trust Account | 552,015,641 |
Liabilities: | |
Total Fair Value | 552,015,641 |
Recurring Basis | Level 3 | |
Liabilities: | |
Derivative public warrant liabilities | (20,175,600) |
Derivative private warrant liabilities | (14,957,280) |
Total Fair Value | $ 35,132,880 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2021USD ($) |
Fair Value Measurements Details [Line Items] | |
Fair value assets, transfers among level 1, level 2 or level 3 | $ 0 |
Fair value liabilities, transfers among level 1, level 2 or level 3 | $ 0 |
Anticipated Dividend Rate | |
Fair Value Measurements Details [Line Items] | |
Fair value measurement input | 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2021 | Feb. 11, 2021 |
Volatility | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 0.275 | 0.300 |
Stock Price | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 9.60 | 9.55 |
Expected Life of the Options to Convert | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 5 | 5 |
Risk-free Rate | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 1.16 | 0.65 |
Anticipated Dividend Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 0 | |
Anticipated Dividend Rate | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Derivative Warrant Liabilities, Measured Using Level 3 Inputs (Details) - Level 3 | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Issuance of Public and Private Warrants | $ 32,670,000 |
Change in fair value of derivative warrant liabilities | 2,462,880 |
Derivative warrant liabilities at March 31, 2021 | $ 35,132,880 |