Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40102 | |
Entity Registrant Name | BOA ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4252723 | |
Entity Address, Address Line One | 2600 Virginia Ave NW, | |
Entity Address, Address Line Two | Suite T23 Management Office | |
Entity Address, City or Town | Washington | |
Entity Address State Or Province | DC | |
Entity Address, Postal Zip Code | 20037 | |
City Area Code | 888 | |
Local Phone Number | 211-3261 | |
Entity Current Reporting Status | No | |
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 | |
Entity Central Index Key | 0001838544 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | |
Trading Symbol | BOAS.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 | BOAS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at a price of $11.50 per share | |
Trading Symbol | BOAS WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 1,162,779 | $ 25,050 |
Prepaid expenses | 299,639 | |
Total current assets | 1,462,418 | 25,050 |
NONCURRENT ASSETS | ||
Cash held in trust account | 230,000,000 | |
Other assets | 229,167 | |
Deferred offering costs associated with initial public offering | 8,000 | |
Total noncurrent assets | 230,229,167 | 8,000 |
TOTAL ASSETS | 231,691,585 | 33,050 |
CURRENT LIABILITIES | ||
Accounts payable | 3,307 | 993 |
Accrued deferred offering costs | 8,000 | |
Franchise tax payable | 50,000 | |
Total current liabilities | 53,307 | 8,993 |
LONG-TERM LIABILITIES | ||
Deferred underwriting commissions | 8,050,000 | |
Derivative warrant liabilities | 15,214,516 | |
Total Liabilities | 23,317,823 | 8,993 |
Commitments and Contingencies (Note 9) | ||
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share | 230,000,000 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | ||
Additional paid-in capital | 24,425 | |
Accumulated deficit | (21,626,813) | (943) |
Total Stockholders' Equity (Deficit) | (21,626,238) | 24,057 |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | 231,691,585 | 33,050 |
Class A Common Stock | ||
LONG-TERM LIABILITIES | ||
Class A common stock subject to possible redemption; 23,000,000 and 0 shares as of March 31, 2021 and December 31, 2020, respectively, at redemption value of $10.00 per share | 230,000,000 | |
Class B Common Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par 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 | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 380,000,000 | 380,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Temporary equity, redemption value (per share) | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
OPERATING EXPENSES | |
General and administrative expenses | $ 72,644 |
Franchise tax expense | 50,000 |
Total operating expenses | (122,644) |
OTHER EXPENSE | |
Underwriting discounts and offering costs attributed to derivative warrant liability | (438,197) |
Change in fair value of derivative warrant liability | (819,517) |
Total other expense | (1,257,714) |
LOSS BEFORE INCOME TAX | (1,380,358) |
NET LOSS | $ (1,380,358) |
Class A Common Stock | |
OTHER EXPENSE | |
Basic and diluted weighted average shares outstanding | shares | 8,688,889 |
Basic and diluted net loss per share | $ / shares | $ (0.10) |
Class B Common Stock | |
OTHER EXPENSE | |
Basic and diluted weighted average shares outstanding | shares | 5,750,000 |
Basic and diluted net loss per share | $ / shares | $ (0.10) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (943) | $ 24,057 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement of Class A common stock subject to possible redemption | $ (20,269,937) | $ (24,425) | (20,245,512) | (20,269,937) | |
Net loss | (1,380,358) | (1,380,358) | |||
Balance at the end at Mar. 31, 2021 | $ 575 | $ (21,626,813) | $ (21,626,238) | ||
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (1,380,358) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Underwriting discounts and offering costs attributed to warrant liability | 438,197 |
Change in fair value of warrant liability | 819,517 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (528,806) |
Accounts payable and accrued expenses | 2,314 |
Franchise tax payable | 50,000 |
Net cash used in operating activities | (599,136) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Investment of cash in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
CASH FLOW FROM FINANCING ACTIVITIES | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,161,865 |
Proceeds allocated to Public Warrants at issuance | 6,575,000 |
Net cash provided by financing activities | 231,736,865 |
NET CHANGE IN CASH | 1,137,729 |
CASH, BEGINNING OF PERIOD | 25,050 |
CASH, END OF PERIOD | 1,162,779 |
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES | |
Initial classification of derivative warrant liability | 14,723,749 |
Initial classification value of common stock subject to possible redemption | 230,000,000 |
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 |
Deferred underwriting fees charged to additional paid in capital | $ 8,050,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Operations BOA Acquisition Corp. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and 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, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilities as other income (expense). Corporate Organization and Initial Public Offering The Company was incorporated in Delaware on October 26, 2020. The Company’s sponsor is Bet on America LLC, a Delaware limited liability company (the “Sponsor”). On February 26, 2021, the Company consummated its IPO of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $230.0 million of gross proceeds. Of the 23,000,000 shares issued, 20,000,000 Units were included in the Company’s initial offering, and 3,000,000 Units resulted from the underwriter fully exercising its over-allotment option. The net proceeds of the IPO were $217.1 million, after deducting expenses and underwriting discounts and commissions of approximately $12.9 million, which includes $8.1 million in deferred underwriting commissions (see Note 9, Commitments and Contingencies Public Warrants Each Unit consists of one share of Class A common stock and one-third No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 6,575,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $6.6 million (see Note 6, Related Party Transactions Transaction Costs Transaction costs amounted to $12,888,135, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting commissions, and $238,135 of other offering costs. The Trust Account Following the closing of the IPO, $230.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares 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 the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ right for pre-initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO 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 an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in 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 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 earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s 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 then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s 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 New York Stock Exchange 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 upon consummation of the initial Business Combination. 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 its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. 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 Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (see Note 6, Related Party Transactions Separate trading of Class A common shares and Public Warrants On March 31, 2021, the Company announced that, commencing March 31, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “BOAS.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “BOAS” and “BOAS WS,” respectively. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) Warrant Liabilities On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and the Private Placement Warrants which were previously accounted for as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), ASC 815, Derivatives and Hedging (“ASC 815”), and more specifically ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Further, as a result of the classification of the Warrants as derivative liabilities and in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied by analogy, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. See Note 3 for more information on the allocation of issuance costs. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash. Class A Common Stock Subject to Possible Redemption The Company’s management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of its Class A common stock subject to possible redemption issued as part of the units sold in the Company’s IPO on February 26, 2021. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity, due to the Company’s requirement to maintain at least $5,000,001 of tangible net assets. Pursuant to this re-evaluation, the Company’s management determined that all Class A common stock subject to redemption include provisions that require classification of the Class A common stock as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) to Class A and Class B common stock on a pro rata basis based on weighted average shares outstanding. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of commons stock share pro rata in the income (loss) of the Company. The Company included Note 10, Class A Common Stock Subject to Possible Redemption As part of the Company’s assessment of its Class A Common Stock Subject to Possible Redemption, the Company identified an additional error in its accounting for its Private Placement Warrants. When the fair value of the warrants at the date of issuance is in excess of the proceeds received, the difference is recorded as a loss as of the date of issuance. As a result, the Company recognized a $328,750 loss during the three months ended March 31, 2021 related to the difference between the fair value of the Private Placement Warrants and the proceeds from the Private Placement Warrants. This loss is included in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.” Further, this Amendment No. 1 on Form 10-Q/A for the quarterly period ended March 31, 2021 includes minor formatting, wording and grammar changes to the condensed financial statements and Notes to Condensed Financial Statements. Impact In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections noted above and has determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present (i) all Class A common stock as temporary equity, (ii) to recognize remeasurement from the initial book value to redemption value at the time of its IPO, (iii) to correct its accounting for the excess of fair value over the proceeds received for its Private Placement Warrants, (iv) to correct its earnings per share calculation, and (v) properly reflect the classification of warrants. As such, the Company is reporting these restatements to those Affected Periods in this quarterly report. The following table summarizes the effect of the restatements on the Company’s financial statements for the Affected Periods: Adjustments for Class A common stock Warrant subject to possible As Previously liabilities redemption and Private Balance Sheet as of February 26, 2021 reported adjustments Placement Warrants As Restated Derivative warrant liabilities $ — $ 14,723,749 $ — $ 14,723,749 Total liabilities $ 8,180,512 $ 14,723,749 $ — $ 22,904,261 Class A common stock subject to redemption $ 218,731,720 $ (14,723,740) $ 25,992,020 $ 230,000,000 Class A Common stock $ 113 $ 147 $ (260) $ — Additional paid-in capital $ 5,004,457 $ 438,041 $ (5,442,498) $ — Accumulated deficit $ (5,135) $ (438,197) $ (20,549,262) $ (20,992,594) Total Stockholders' Equity (Deficit) $ 5,000,010 $ (9) $ (25,992,020) $ (20,992,019) Total redeemable common stock and stockholders' equity (deficit) $ 231,912,242 — — 231,912,242 Shares of Class A common stock subject to redemption 21,873,172 (1,472,374) 2,599,202 23,000,000 Shares of Class A common stock 1,126,828 1,472,374 (2,599,202) — Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to redemption $ 203,373,760 $ — $ 26,626,240 $ 230,000,000 Class A Common stock $ 266 $ — $ (266) $ — Additional paid-in capital $ 6,051,712 $ — $ (6,051,712) $ — Accumulated deficit $ (1,052,551) $ — $ (20,574,262) $ (21,626,813) Total Stockholders' Equity (Deficit) $ 5,000,002 $ — $ (26,626,240) $ (21,626,238) Shares of Class A common stock subject to redemption 20,337,376 — 2,662,624 23,000,000 Shares of Class A common stock 2,662,624 — (2,662,624) — Statement of Operations for the three months ended March 31, 2021 (unaudited) Change in fair value of derivative warrant liability $ (490,767) $ — $ (328,750) $ (819,517) Total other expense $ (928,964) $ — $ (328,750) $ (1,257,714) Loss before income tax $ (1,051,608) $ — $ (328,750) $ (1,380,358) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Basic and diluted Class A weighted-average shares outstanding 20,398,876 — (11,709,987) 8,688,889 Basic and diluted Class A net income (loss) per share $ — — $ (0.10) $ (0.10) Basic and diluted Class B weighted-average shares outstanding 6,732,625 — (982,625) 5,750,000 Basic and diluted Class B net income (loss) per share $ (0.16) — $ 0.06 $ (0.10) Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs $ 217,550,062 $ — $ (217,550,062) $ — Sale of Private Placement Warrants $ 6,575,000 $ — $ (6,575,000) $ — Initial classification of common stock subject to possible redemption $ (204,007,980) $ — $ 204,007,980 $ — Change in common stock subject to possible redemption $ 634,220 $ — $ (634,220) $ — Remeasurement of Class A common stock subject to possible redemption $ — $ — $ (20,269,937) $ (20,269,937) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Change in fair value of warrant liability $ 490,767 $ — $ 328,750 $ 819,517 SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES Initial classification of common stock subject to redemption $ 204,007,980 $ — $ 25,992,020 $ 230,000,000 Change in value of common stock subject to possible redemption $ (634,220) $ — $ 634,220 $ — Remeasurement of Class A common stock subject to possible redemption $ — $ — $ 20,269,937 $ 20,269,937 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Cash Held in Trust Account At March 31, 2021, the Company had $230.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options. Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Note 5, and Note 6) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement Fair Value Measurements, Allocation of Issuance Costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 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. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to the redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 4 — FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured on a Recurring Basis Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at March 31, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 230,000,000 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants (2) $ — $ — $ 8,126,666 Derivative warrant liabilities - Private Placement Warrants (3) $ — $ — $ 7,087,850 (1) The fair value of the investments held in Trust Account was based on the quoted market price. (2) The fair value of the derivative warrant liabilities – Public Warrants was based on a Monte Carlo valuation model. (3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model. Investments held in Trust Account . Derivative Warrant Liabilities . transfers between The estimated fair value of the Public Warrants was estimated using a Monte Carlo simulation (“Monte Carlo”), while the fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model (“Black-Scholes”) (collectively with Monte Carlo, the “Pricing Models”). Both Pricing Models include assumptions classified as Level 3 inputs. The following table presents information and assumptions used to determine the estimated fair values using the Pricing Models: As of Initial Measurement March 31, 2021 Strike price $ 11.50 $ 11.50 Term (in years) 6.0 5.9 Risk-free rate 0.9 % 1.1 % Volatility 17.0 % 17.0 % Dividend yield 0.0 % 0.0 % Fair value of Public Warrants $ 1.02 $ 1.06 Fair value of Private Placement Warrants $ 1.05 $ 1.08 The following contains additional information regarding the inputs used in the Pricing Models: ● Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term. ● Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. ● Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. ● Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. The change in fair value of the derivative warrant liabilities, net of expense related to the initial fair value of the Private Warrants in excess of proceeds received, through March 31, 2021 is as follows: Private Placement Total Derivative Public Warrants Warrants Warrant Liability Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 7,819,999 6,903,750 14,723,749 Change in fair value of warrant liabilities 306,667 184,100 490,767 Derivative warrant liabilities at March 31, 2021 $ 8,126,666 $ 7,087,850 $ 15,214,516 Fair Value of Other Financial Instruments The carrying value of cash and accounts payable are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 5 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Class A Common Stock outstanding Class A If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. In addition, 23,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations Class B Common Stock issued Related Party Transactions Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period. Warrant Liabilities The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share 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. ● If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2020, the Sponsor purchased 5,031,250 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.005 per share. The Sponsor has agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 24, 2021, the Company effected a stock dividend of 0.14 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares (up to 750,000 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.004 per share. The financial statement has been retroactively restated to reflect the stock dividend. The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions. The Company’s initial stockholders have agreed 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 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 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange 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 As described in Note 1, Description of Organization and Business Operations The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until 30 days after the completion of the initial Business Combination. The excess fair value over the proceeds received for the Private Placement Warrants is recorded as a loss in the accompanying condensed statement of operations within “Change in fair value of derivative warrant liability.” Related Party Loan The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of May 31, 2021 or the completion of the IPO. The Company did not borrow any amount under the Note prior to the IPO. In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. To date, the Company has had no Working Capital Loans outstanding. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 — INCOME TAXES The Company’s provision for income taxes for the three months ended March 31, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of March 31, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements. |
NET LOSS PER COMMON SHARE (As R
NET LOSS PER COMMON SHARE (As Restated) | 3 Months Ended |
Mar. 31, 2021 | |
NET LOSS PER COMMON SHARE (As Restated) | |
NET LOSS PER COMMON SHARE (As Restated) | NOTE 8 — NET LOSS PER COMMON SHARE (As Restated) The Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net loss, on a pro rata basis, by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 14,241,666 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Reconciliation of Net Loss per Common Share The following table reflects the calculation of basic and diluted net loss per common share: Three Months Ended March 31, 2021 Class A Class B Basic and diluted net loss per share Numerator Allocation of net loss $ (830,658) $ (549,700) Denominator Weighted-average shares outstanding 8,688,889 5,750,000 Basic and diluted net loss per share $ (0.10) $ (0.10) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement, dated February 23, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $4.6 million, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $8.1 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of March 31, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
CLASS A COMMON STOCK SUBJECT TO
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) | 3 Months Ended |
Mar. 31, 2021 | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) | NOTE 10 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) 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 future events. As of March 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of March 31, 2021, Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross Proceeds $ 230,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (12,439,938) Proceeds allocated to Public Warrants at issuance (7,819,999) Plus: Remeasurement of Class A common stock subject to possible redemption 20,269,937 Class A common stock subject to possible redemption $ 230,000,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions through the date these financial statements were issued. The Company determined there were no events, other than those described in Note 2, that required disclosure or recognition in these condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s final prospectus as filed with the SEC on February 17, 2021. Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 financial statements. It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods. |
Use of Estimates | Use of Estimates In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates. Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities and (2) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At March 31, 2021, the Company had $230.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis. The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are: Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities. Level 2— inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as over-the-counter forwards, swaps and options. Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. |
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 accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company further evaluated the Public Warrants and Private Placement Warrants (collectively, the “Warrants”, which are discussed in Note 4, Note 5, and Note 6) in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as a component of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were measured at fair value at inception (on the date of the IPO) and recorded as derivative warrant liabilities on the condensed balance sheets. The Warrants are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement Fair Value Measurements, |
Allocation of Issuance Costs | Allocation of Issuance Costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $12,888,135—consisting of $4,600,000 of underwriting fees, $8,050,000 |
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. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to the redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. |
Recently issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) | |
Schedule of impact of the restatement on financial statements | The following table summarizes the effect of the restatements on the Company’s financial statements for the Affected Periods: Adjustments for Class A common stock Warrant subject to possible As Previously liabilities redemption and Private Balance Sheet as of February 26, 2021 reported adjustments Placement Warrants As Restated Derivative warrant liabilities $ — $ 14,723,749 $ — $ 14,723,749 Total liabilities $ 8,180,512 $ 14,723,749 $ — $ 22,904,261 Class A common stock subject to redemption $ 218,731,720 $ (14,723,740) $ 25,992,020 $ 230,000,000 Class A Common stock $ 113 $ 147 $ (260) $ — Additional paid-in capital $ 5,004,457 $ 438,041 $ (5,442,498) $ — Accumulated deficit $ (5,135) $ (438,197) $ (20,549,262) $ (20,992,594) Total Stockholders' Equity (Deficit) $ 5,000,010 $ (9) $ (25,992,020) $ (20,992,019) Total redeemable common stock and stockholders' equity (deficit) $ 231,912,242 — — 231,912,242 Shares of Class A common stock subject to redemption 21,873,172 (1,472,374) 2,599,202 23,000,000 Shares of Class A common stock 1,126,828 1,472,374 (2,599,202) — Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to redemption $ 203,373,760 $ — $ 26,626,240 $ 230,000,000 Class A Common stock $ 266 $ — $ (266) $ — Additional paid-in capital $ 6,051,712 $ — $ (6,051,712) $ — Accumulated deficit $ (1,052,551) $ — $ (20,574,262) $ (21,626,813) Total Stockholders' Equity (Deficit) $ 5,000,002 $ — $ (26,626,240) $ (21,626,238) Shares of Class A common stock subject to redemption 20,337,376 — 2,662,624 23,000,000 Shares of Class A common stock 2,662,624 — (2,662,624) — Statement of Operations for the three months ended March 31, 2021 (unaudited) Change in fair value of derivative warrant liability $ (490,767) $ — $ (328,750) $ (819,517) Total other expense $ (928,964) $ — $ (328,750) $ (1,257,714) Loss before income tax $ (1,051,608) $ — $ (328,750) $ (1,380,358) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Basic and diluted Class A weighted-average shares outstanding 20,398,876 — (11,709,987) 8,688,889 Basic and diluted Class A net income (loss) per share $ — — $ (0.10) $ (0.10) Basic and diluted Class B weighted-average shares outstanding 6,732,625 — (982,625) 5,750,000 Basic and diluted Class B net income (loss) per share $ (0.16) — $ 0.06 $ (0.10) Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs $ 217,550,062 $ — $ (217,550,062) $ — Sale of Private Placement Warrants $ 6,575,000 $ — $ (6,575,000) $ — Initial classification of common stock subject to possible redemption $ (204,007,980) $ — $ 204,007,980 $ — Change in common stock subject to possible redemption $ 634,220 $ — $ (634,220) $ — Remeasurement of Class A common stock subject to possible redemption $ — $ — $ (20,269,937) $ (20,269,937) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Net loss $ (1,051,608) $ — $ (328,750) $ (1,380,358) Change in fair value of warrant liability $ 490,767 $ — $ 328,750 $ 819,517 SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES Initial classification of common stock subject to redemption $ 204,007,980 $ — $ 25,992,020 $ 230,000,000 Change in value of common stock subject to possible redemption $ (634,220) $ — $ 634,220 $ — Remeasurement of Class A common stock subject to possible redemption $ — $ — $ 20,269,937 $ 20,269,937 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account (1) $ 230,000,000 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants (2) $ — $ — $ 8,126,666 Derivative warrant liabilities - Private Placement Warrants (3) $ — $ — $ 7,087,850 (1) The fair value of the investments held in Trust Account was based on the quoted market price. (2) The fair value of the derivative warrant liabilities – Public Warrants was based on a Monte Carlo valuation model. (3) The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a Black-Scholes model. |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of Initial Measurement March 31, 2021 Strike price $ 11.50 $ 11.50 Term (in years) 6.0 5.9 Risk-free rate 0.9 % 1.1 % Volatility 17.0 % 17.0 % Dividend yield 0.0 % 0.0 % Fair value of Public Warrants $ 1.02 $ 1.06 Fair value of Private Placement Warrants $ 1.05 $ 1.08 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Total Derivative Public Warrants Warrants Warrant Liability Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 7,819,999 6,903,750 14,723,749 Change in fair value of warrant liabilities 306,667 184,100 490,767 Derivative warrant liabilities at March 31, 2021 $ 8,126,666 $ 7,087,850 $ 15,214,516 |
NET LOSS PER COMMON SHARE (As_2
NET LOSS PER COMMON SHARE (As Restated) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
NET LOSS PER COMMON SHARE (As Restated) | |
Schedule of basic and diluted net income loss per common share | The following table reflects the calculation of basic and diluted net loss per common share: Three Months Ended March 31, 2021 Class A Class B Basic and diluted net loss per share Numerator Allocation of net loss $ (830,658) $ (549,700) Denominator Weighted-average shares outstanding 8,688,889 5,750,000 Basic and diluted net loss per share $ (0.10) $ (0.10) |
CLASS A COMMON STOCK SUBJECT _2
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) | |
Summary of Class A common stock subject to possible redemption | As of March 31, 2021, Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross Proceeds $ 230,000,000 Less: Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption (12,439,938) Proceeds allocated to Public Warrants at issuance (7,819,999) Plus: Remeasurement of Class A common stock subject to possible redemption 20,269,937 Class A common stock subject to possible redemption $ 230,000,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 26, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($) | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriting discounts and commissions | $ 0 | |||
Deferred underwriting commissions | $ 8,050,000 | |||
Proceeds allocated to Public Warrants at issuance | 6,575,000 | |||
Transaction costs | $ 12,888,135 | 12,888,135 | ||
Cash underwriting fees | 4,600,000 | 4,600,000 | ||
Deferred underwriting commissions | 8,050,000 | 0 | ||
Other offering costs | 238,135 | |||
Payments for investment of cash in Trust Account | 230,000,000 | |||
Derivative warrant liabilities | 14,723,749 | 15,214,516 | ||
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 | ||
Additional paid-in capital | $ 24,425 | |||
Accumulated deficit | $ (20,992,594) | (21,626,813) | $ (943) | |
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Proceeds from Issuance Initial Public Offering | 230,000,000 | |||
Class A common stock subject to possible redemption | $ 230,000,000 | |||
Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants expiration term | 30 days | |||
Redemption period | 5 years | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Adjustment of exercise price of warrants based on market value and newly issued price based on market price (as a percent) | 115.00% | |||
Adjustment of exercise price of warrants based on market value and newly issued price based on trigger price (as a percent) | 180.00% | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |||
Warrants exercisable term from the closing of the public offering | 30 days | |||
Warrants exercisable term after the completion of a business combination | 12 months | |||
Warrants expiration term | 5 years | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Threshold trading days for redemption of public warrants | D | 20 | |||
Redemption period | 30 days | |||
Threshold business days before sending notice of redemption to warrant holders | 3 days | |||
Public Warrants | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share Price | $ / shares | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds | 60.00% | |||
Threshold consecutive trading days for redemption of public warrants | D | 20 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | shares | 1 | |||
Number of warrants in a unit | shares | 0.33 | |||
Purchase price, per unit | $ / shares | $ 0.01 | |||
Investment of cash into Trust Account | $ 230 | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Initial Public Offering | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 23,000,000 | |||
Number of units issued excluding underwriters | shares | 20,000,000 | |||
Share Price | $ / shares | $ 10 | |||
Proceeds from Proceeds from Issuance Initial Public Offering | $ 230,000,000 | |||
Net proceeds from IPO | 217,100,000 | |||
Underwriting discounts and commissions | 12,900,000 | |||
Deferred underwriting commissions | $ 8,100,000 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 6,575,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from issuance of private placement | $ 6,600,000 | |||
Percentage of redemption required if business combination is not completed by specified date | 100.00% | |||
Redemption of shares calculated based on business period prior to consummation of business combination | 24 months | |||
Redemption period upon closure | 30 months | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares per warrant | shares | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of gross proceeds on total equity proceeds | 80.00% | |||
Minimum net tangible assets of the target | $ 5,000,001 | |||
Over-allotment option | Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued to underwriters | shares | 3,000,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Balance sheet (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | |
Balance Sheet | |||
Derivative warrant liabilities | $ 15,214,516 | $ 14,723,749 | |
Total liabilities | 23,317,823 | 22,904,261 | $ 8,993 |
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 | |
Additional paid-in capital | 24,425 | ||
Accumulated deficit | (21,626,813) | (20,992,594) | (943) |
Total Stockholders' Equity (Deficit) | (21,626,238) | (20,992,019) | 24,057 |
Total redeemable common stock and stockholders equity (deficit) | 231,691,585 | 231,912,242 | $ 33,050 |
As Previously reported | |||
Balance Sheet | |||
Total liabilities | 8,180,512 | ||
Class A common stock subject to possible redemption | 203,373,760 | 218,731,720 | |
Additional paid-in capital | 6,051,712 | 5,004,457 | |
Accumulated deficit | (1,052,551) | (5,135) | |
Total Stockholders' Equity (Deficit) | 5,000,002 | 5,000,010 | |
Total redeemable common stock and stockholders equity (deficit) | 231,912,242 | ||
Warrant liabilities adjustment | |||
Balance Sheet | |||
Derivative warrant liabilities | 14,723,749 | ||
Total liabilities | 14,723,749 | ||
Class A common stock subject to possible redemption | (14,723,740) | ||
Additional paid-in capital | 438,041 | ||
Accumulated deficit | (438,197) | ||
Total Stockholders' Equity (Deficit) | (9) | ||
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |||
Balance Sheet | |||
Class A common stock subject to possible redemption | 26,626,240 | 25,992,020 | |
Additional paid-in capital | (6,051,712) | (5,442,498) | |
Accumulated deficit | (20,574,262) | (20,549,262) | |
Total Stockholders' Equity (Deficit) | (26,626,240) | $ (25,992,020) | |
Class A Common Stock | |||
Balance Sheet | |||
Class A common stock subject to possible redemption | $ 230,000,000 | ||
Shares of Class A common stock subject to redemption | 23,000,000 | 23,000,000 | 0 |
Shares of Class A common stock | 0 | 0 | |
Class A Common Stock | As Previously reported | |||
Balance Sheet | |||
Common stock | $ 266 | $ 113 | |
Shares of Class A common stock subject to redemption | 20,337,376 | 21,873,172 | |
Shares of Class A common stock | 2,662,624 | 1,126,828 | |
Class A Common Stock | Warrant liabilities adjustment | |||
Balance Sheet | |||
Common stock | $ 147 | ||
Shares of Class A common stock subject to redemption | (1,472,374) | ||
Shares of Class A common stock | 1,472,374 | ||
Class A Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |||
Balance Sheet | |||
Common stock | $ (266) | $ (260) | |
Shares of Class A common stock subject to redemption | 2,662,624 | 2,599,202 | |
Shares of Class A common stock | (2,662,624) | (2,599,202) | |
Class A Common Stock Subject to Redemption | |||
Balance Sheet | |||
Minimum net tangible assets of the target | $ 5,000,001 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Income statement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Statement of Operations | |
Change in fair value of derivative warrant liability | $ (819,517) |
Total other expense | (1,257,714) |
Loss before income tax | (1,380,358) |
Net loss | (1,380,358) |
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |
Statement of Operations | |
Change in fair value of derivative warrant liability | (328,750) |
Total other expense | (328,750) |
Loss before income tax | (328,750) |
Net loss | $ (328,750) |
Class A Common Stock | |
Statement of Operations | |
Weighted-average shares outstanding | shares | 8,688,889 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.10) |
Class A Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |
Statement of Operations | |
Weighted-average shares outstanding | shares | (11,709,987) |
Basic and diluted net income (loss) per share | $ / shares | $ (0.10) |
Class B Common Stock | |
Statement of Operations | |
Weighted-average shares outstanding | shares | 5,750,000 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.10) |
Class B Common Stock | Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |
Statement of Operations | |
Weighted-average shares outstanding | shares | (982,625) |
Basic and diluted net income (loss) per share | $ / shares | $ 0.06 |
As Previously reported | |
Statement of Operations | |
Change in fair value of derivative warrant liability | $ (490,767) |
Total other expense | (928,964) |
Loss before income tax | (1,051,608) |
Net loss | $ (1,051,608) |
As Previously reported | Class A Common Stock | |
Statement of Operations | |
Weighted-average shares outstanding | shares | 20,398,876 |
As Previously reported | Class B Common Stock | |
Statement of Operations | |
Weighted-average shares outstanding | shares | 6,732,625 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.16) |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Equity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Changes in Stockholders' Equity (Deficit) | |
Remeasurement of Class A common stock subject to possible redemption | $ (20,269,937) |
Net loss | (1,380,358) |
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |
Statement of Changes in Stockholders' Equity (Deficit) | |
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs | (217,550,062) |
Sale of Private Placement Warrants | (6,575,000) |
Initial classification of common stock subject to possible redemption | 204,007,980 |
Change in common stock subject to possible redemption | (634,220) |
Remeasurement of Class A common stock subject to possible redemption | (20,269,937) |
Net loss | (328,750) |
Class A Common Stock | |
Statement of Changes in Stockholders' Equity (Deficit) | |
Remeasurement of Class A common stock subject to possible redemption | (20,269,937) |
As Previously reported | |
Statement of Changes in Stockholders' Equity (Deficit) | |
Sale of units in initial public offering, net of allocation to warrant liability, underwriting discounts and other offering costs | 217,550,062 |
Sale of Private Placement Warrants | 6,575,000 |
Initial classification of common stock subject to possible redemption | (204,007,980) |
Change in common stock subject to possible redemption | 634,220 |
Net loss | $ (1,051,608) |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (As Restated) - Cash flow (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Cash Flows | |
Net loss | $ (1,380,358) |
Change in fair value of warrant liability | 819,517 |
Initial classification of common stock subject to redemption | 230,000,000 |
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 |
Adjustments for Class A common stock subject to possible redemption and Private Placement Warrants | |
Statement of Cash Flows | |
Net loss | (328,750) |
Change in fair value of warrant liability | 328,750 |
Initial classification of common stock subject to redemption | 25,992,020 |
Change in value of common stock subject to possible redemption | 634,220 |
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 |
As Previously reported | |
Statement of Cash Flows | |
Net loss | (1,051,608) |
Change in fair value of warrant liability | 490,767 |
Initial classification of common stock subject to redemption | 204,007,980 |
Change in value of common stock subject to possible redemption | $ (634,220) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 26, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 0 | $ 0 | |
Cash held in trust account | 230,000,000 | ||
Transaction costs | $ 12,888,135 | 12,888,135 | |
Deferred underwriting commissions | 8,050,000 | 0 | |
Cash underwriting fees | $ 4,600,000 | 4,600,000 | |
Other offering costs | 238,135 | ||
Sponsor | |||
Cash equivalents | 230,000,000 | ||
Class A Common Stock | |||
Issuance value | $ 12,449,938 | ||
Anti-dilutive securities attributable to warrants (in shares) | 14,241,666 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | 0 |
Public Warrants | |||
Issuance value | $ 438,197 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Feb. 26, 2021 |
Assets: | ||
Investments held in Trust Account | $ 230,000,000 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 15,214,516 | $ 14,723,749 |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Investments held in Trust Account | 230,000,000 | |
Level 3 | U.S. Treasury Securities | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | 8,126,666 | |
Level 3 | U.S. Treasury Securities | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative warrant liabilities | $ 7,087,850 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value assets level 1 to level 2 transfers | $ | $ 0 |
Fair value assets level 2 to level 1 transfers | $ | 0 |
Fair value assets transferred into (out of) level 3 | $ | $ 0 |
Strike price | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Strike price | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Term (in years) | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 5.9 |
Term (in years) | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 6 |
Risk-free rate | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 1.1 |
Risk-free rate | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0.9 |
Volatility | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 17 |
Volatility | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 17 |
Dividend yield | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Dividend yield | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Public Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability Fair Value | $ 1.06 |
Public Warrants | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability Fair Value | 1.02 |
Private Placement Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability Fair Value | 1.08 |
Private Placement Warrants | Level 3 | Initial Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability Fair Value | $ 1.05 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Feb. 26, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities | $ 15,214,516 | $ 14,723,749 |
Change in fair value of derivative warrant liability | 819,517 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | 14,723,749 | |
Change in fair value of warrant liabilities | 490,767 | |
Derivative warrant liabilities at ending period | 15,214,516 | |
Public Warrants | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | 7,819,999 | |
Change in fair value of warrant liabilities | 306,667 | |
Derivative warrant liabilities at ending period | 8,126,666 | |
Private Placement Warrants | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Public and Private Warrants | 6,903,750 | |
Change in fair value of warrant liabilities | 184,100 | |
Derivative warrant liabilities at ending period | $ 7,087,850 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 26, 2021shares | Feb. 24, 2021$ / shares | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 380,000,000 | 380,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 0 | 0 | ||
Shares of Class A common stock | 0 | 0 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | 23,000,000 | |
Redeemable upon the consummation | 23,000,000 | |||
Class A Common Stock | Holders | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 380,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 0 | |||
Shares of Class A common stock | 0 | |||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||
Shares of Class A common stock | 5,750,000 | 5,750,000 | ||
Class B Common Stock | Holders | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, shares issued (in shares) | 5,750,000 | |||
Shares of Class A common stock | 5,750,000 | |||
Common stock shares forfeiture | 750,000 | |||
Stock dividend | $ / shares | $ 0.14 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 3 Months Ended |
Mar. 31, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ / shares | $ 0.01 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants expiration term | 30 days |
Redemption period | 5 years |
Maximum period after business combination in which to file registration statement | 30 days |
Period of time within which registration statement is expected to become effective | 12 months |
Number of trading days on which fair market value of shares is reported | 15 |
Share price trigger used to measure dilution of warrant | $ / shares | $ 18 |
Warrants | Minimum | |
Class of Warrant or Right [Line Items] | |
Trading period after business combination used to measure dilution of warrant | 20 |
Warrants | Maximum | |
Class of Warrant or Right [Line Items] | |
Trading period after business combination used to measure dilution of warrant | 30 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants expiration term | 5 years |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Redemption period | 30 days |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Founder Shares | Sponsor | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | 5,031,250 | |
Aggregate purchase price | $ 25,000 | |
Share dividend | 5,750,000 | |
Aggregate number of shares owned | 750,000 | |
Shares subject to forfeiture | 656,250 | |
stock dividend | $ 0.14 | |
Price of warrant | 0.005 | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 180 days | |
Private Placement | ||
Related Party Transaction [Line Items] | ||
Warrants exercisable term from the closing of the public offering | 30 days | |
Initial Public Offering | Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | Founder Shares | Sponsor | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
stock dividend | $ 0.004 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) | Mar. 31, 2021USD ($)$ / shares |
Related Party Transaction [Line Items] | |
Working capital loans, outstanding | $ 0 |
Promissory Note with Related Party | |
Related Party Transaction [Line Items] | |
Maximum borrowing capacity of related party promissory note | 300,000 |
Related Party Loans | |
Related Party Transaction [Line Items] | |
Loan conversion agreement warrant | $ 1,500,000 |
Related Party Loans | Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Price of warrant | $ / shares | $ 1 |
NET LOSS PER COMMON SHARE (As_3
NET LOSS PER COMMON SHARE (As Restated) (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class A Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Allocation of net loss | $ | $ (830,658) |
Weighted-average shares outstanding | 8,688,889 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.10) |
Shares excluded since their inclusion would be anti-dilutive | 14,241,666 |
Class B Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Allocation of net loss | $ | $ (549,700) |
Weighted-average shares outstanding | 5,750,000 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.10) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
COMMITMENTS AND CONTINGENCIES. | |
Percentage of underwriting discount | 2.00% |
Underwriting additional fee | $ 4.6 |
Percentage of gross offering proceeds payable | 3.50% |
Deferred underwriting commissions | $ 8.1 |
CLASS A COMMON STOCK SUBJECT _3
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (As Restated) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | |
Plus: | |||
Remeasurement of Class A common stock subject to possible redemption | $ 20,269,937 | ||
Class A common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | |
Class A Common Stock | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | 0 |
Gross Proceeds | $ 230,000,000 | ||
Less: | |||
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption | (12,439,938) | ||
Proceeds allocated to Public Warrants at issuance | (7,819,999) | ||
Plus: | |||
Remeasurement of Class A common stock subject to possible redemption | 20,269,937 | ||
Class A common stock subject to possible redemption | $ 230,000,000 |