Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40190 | |
Entity Registrant Name | REVOLUTION HEALTHCARE ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1403778 | |
Entity Address, Address Line One | 20 University Road | |
Entity Address, City or Town | Cambridge | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02138 | |
City Area Code | 617 | |
Local Phone Number | 234-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001841389 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
SAIL SM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant to acquire one share of Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value | |
Trading Symbol | REVHU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock included as part of the SAILSM securities | |
Trading Symbol | REVH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 55,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants included as part of the SAILSM securities , each whole warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | REVHW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,750,000 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) |
Current assets | |
Cash | $ 6,229,489 |
Prepaid expenses | 1,378,677 |
Total current assets | 7,608,166 |
Investments held in Trust Account | 550,014,814 |
Total Assets | 557,622,980 |
Current liabilities: | |
Accounts payable | 1,389,908 |
Accrued expenses | 6,250 |
Franchise tax payable | 42,790 |
Total current liabilities | 1,438,948 |
Derivative warrant liabilities | 53,200,000 |
Deferred underwriting commissions | 19,250,000 |
Total liabilities | 73,888,948 |
Commitments and Contingencies | |
Stockholder's Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 17,379,961 |
Accumulated deficit | (12,380,947) |
Total stockholders' equity | 5,000,002 |
Total Liabilities and Stockholders' Equity | 557,622,980 |
Class A Common Stock | |
Current assets | |
Investments held in Trust Account | 15,000 |
Current liabilities: | |
Franchise tax payable | 15,000 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 47,873,403 shares subject to possible redemption at $10.00 per share | 478,734,030 |
Class A Common Stock Not Subject to Redemption | |
Stockholder's Equity | |
Common stock | 713 |
Total stockholders' equity | 713 |
Class B Common Stock | |
Stockholder's Equity | |
Common stock | 275 |
Total stockholders' equity | $ 275 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Jan. 31, 2021 |
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 | |
Temporary equity, shares outstanding | 47,873,403 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 80,000,000 | |
Temporary equity, shares outstanding | 7,126,597 | |
Class A Common Stock Subject to Redemption | ||
Temporary equity, par value, (per share) | $ 0.0001 | |
Temporary equity, shares outstanding | 47,873,403 | |
Temporary equity, redemption price, (per share) | $ 10 | $ 10 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 80,000,000 | 80,000,000 |
Common shares, shares issued | 7,126,597 | |
Common shares, shares outstanding | 1,806,597 | |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 19,000,000 | 19,000,000 |
Common shares, shares issued | 2,750,000 | |
Common shares, shares outstanding | 2,750,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 52,451 |
Franchise tax expenses | 42,790 |
Loss from operations | (95,241) |
Change in fair value of derivative warrant liabilities | (10,890,000) |
Financing costs - derivative warrant liabilities | (1,410,520) |
Income from investments held in Trust account | 14,814 |
Net loss | (12,380,947) |
Class A Common Stock | |
Net loss | $ 12,400,000 |
Weighted average shares outstanding, basic and diluted | shares | 55,000,000 |
Class A Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 55,000,000 |
Class A Common Stock Not Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 2,535,211 |
Basic and diluted net income per common share | $ / shares | $ (4.88) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class A Common Stock Not Subject to Redemption | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 10, 2021 | $ 0 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Initial Stockholders | $ 288 | 24,712 | 0 | $ 25,000 | ||
Issuance of Class B common stock to Initial Stockholders (in shares) | 2,875,000 | |||||
Sale of of SAILSM securities in initial public offering, less fair value of public warrants | $ 5,500 | 525,684,500 | 0 | 525,690,000 | ||
Sale of of SAILSM securities in initial public offering, less fair value of public warrants (in shares) | 55,000,000 | |||||
Offering costs | (29,600,021) | 0 | (29,600,021) | |||
Forfeiture of Class B common stock | $ (13) | 13 | 0 | |||
Forfeiture of Class B common stock (in shares) | (125,000) | |||||
Common stock subject to possible redemption | $ (4,787) | (478,729,243) | 0 | (478,734,030) | ||
Common stock subject to possible redemption (in shares) | (47,873,403) | |||||
Net loss | $ 12,400,000 | 0 | (12,380,947) | (12,380,947) | ||
Balance at the end at Mar. 31, 2021 | $ 713 | $ 275 | $ 17,379,961 | $ (12,380,947) | $ 5,000,002 | |
Balance at the end (in shares) at Mar. 31, 2021 | 7,126,597 | 2,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (12,380,947) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Income from investments held in trust account | (14,814) |
Financing costs - derivative warrant liabilities | 1,410,520 |
Change in fair value of derivative warrant liabilities | 10,890,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,378,677) |
Accounts payable | 1,389,908 |
Accrued expenses | 6,250 |
Franchise tax payable | 42,790 |
Net cash used in operating activities | (34,970) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (550,000,000) |
Net cash used in investing activities | (550,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Initial Stockholders | 25,000 |
Proceeds from note payable to related party | 276,543 |
Repayment of note payable to related party | (276,543) |
Proceeds received from initial public offering, gross | 550,000,000 |
Proceeds received from private placement | 18,000,000 |
Offering costs paid | (11,760,541) |
Net cash provided by financing activities | 556,264,459 |
Net increase in cash | 6,229,489 |
Cash - end of the period | 6,229,489 |
Supplemental disclosure of noncash financing activities: | |
Deferred underwriting commissions in connection with the initial public offering | 19,250,000 |
Initial value of Class A common stock subject to possible redemption | 475,737,880 |
Change in value of Class A common stock subject to possible redemption | $ 2,996,150 |
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 Revolution Healthcare Acquisition Corp. (the “Company”) was incorporated in Delaware on January 11, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (herein referred to as “Initial Business Combination”). The Company has not selected any business combination target and it has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) to March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of income from investments held in trust from the proceeds of its Initial Public Offering. The Company’s initial stockholders are: REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Health Assurance Economy Foundation, a charitable foundation (“Foundation”), collectively, “Initial Stockholders,” and includes any other holders of Alignment Shares (as described in Note 6) immediately prior to the offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the “Initial Public Offering”) of its securities called Stakeholder Aligned Initial Listing Securities, or SAIL SM The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 55,000,000 SAILs, including 5,000,000 SAILs as a result of the underwriters’ exercise in part of their over-allotment option. The SAILs were sold at an offering price of $10.00 per SAIL SM Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 12,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $18.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $550.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a an Initial Business Combination and (ii) the distribution of the Trust Account as described below. The Company must complete an Initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of signing a definitive agreement in connection with the Initial Business Combination and that a majority of the independent directors approve such Initial Business Combination(s). However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any of the common stock included in the SAILs being sold in the Initial Public Offering (the “Public Shares”) to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to a an Initial Business Combination or (iii) the redemption of 100% of the Public Shares if the Company does not complete an Initial Business Combination within the Business Combination Period (defined below). The Company, after signing a definitive agreement for a an Initial Business Combination, will either (i) seek stockholder approval of the an Initial Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the an Initial Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated 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 its taxes, or (ii) provide the Public Stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Initial Business Combination at $10.00 per SAIL SM Notwithstanding the foregoing, the Company’s Amended and Restated Certificate provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company will only have 24 months from the closing of the Initial Public Offering to complete the Initial Business Combination, or March 22, 2023 (or such later date as approved by holders of a majority of shares of the outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) (the “Business Combination Period”). If the Company does not complete an Initial Business Combination within this period of time (and stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Alignment Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Initial Business Combination, (ii) waive their redemption rights with respect to any Alignment Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within the Business Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-combination transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Alignment Shares they hold if the Company fails to complete the an Initial Business Combination within the Business Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an Initial Business Combination within the Business Combination Period). Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $6.2 million in cash and working capital of approximately $6.2 million. The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from Sponsor to purchase Alignment Shares (as defined in Note 4), a loan of approximately $277,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 24, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from January 11, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 26, 2021 and March 18, 2021, respectively. In May 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of March 22, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $56.2 million increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item, as well as an increase to additional paid in capital of $15.3 million and offsetting decrease to accumulated deficit, recorded as part of the activity in the period from January 11, 2021 (inception) through March 31, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021, there were no cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,000,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 12,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Black-Scholes Option Pricing Method. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering on March 22, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 47,873,403 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the period from January 11, 2021 (inception) through March 31, 2021, income tax expense for the period was deemed to be immaterial. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of March 31, 2021, the income tax valuation was considered immaterial. Net Income (Loss) Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of loss per share of common stock subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share for the period from January 11, 2021 (inception) through March 31, 2021, basic and diluted for Class A redeemable common stock, was calculated by dividing the interest income earned on investments held in the Trust Account of approximately $15,000 (less franchise tax expense of approximately $15,000, resulting in approximately $0), by the weighted average number of 55,000,000 Class A redeemable common stock outstanding for the period. Net loss per share basic and diluted for non-redeemable common stock, was calculated by dividing the net loss (approximately $12.4 million less income attributable to Class A common stock in the amount of approximately $0, resulting in a loss of approximately $12.4 million), by the weighted average number of 2,535,211 non-redeemable common stock outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings. As a result, diluted loss per share is the same as basic loss per share for the period presented. Excess Change in Fair Value of Private Warrants The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, Share-based Compensation. For the period from January 11, 2021 (inception) through March 31, 2021, the Company recorded $13.9 million. This amount is included in the change in fair value of derivative warrant liabilities on the unaudited condensed statement of operations. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering Public SAILs On March 22, 2021, the Company consummated the Initial Public Offering of 55,000,000 SAILs, including 5,000,000 SAILs as a result of the underwriters’ exercise in part of their over-allotment option. The SAILs were sold at an offering price of $10.00 per SAIL SM Each SAIL consists of one share of Class A common stock and one |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Alignment Shares On January 11, 2021, the Sponsor paid $23,750, or approximately $0.01 per share, and the Foundation paid $1,250, or approximately $0.01 per share, in consideration of 2,731,250 and 143,750 shares of Class B common stock, respectively (collectively, “Alignment Shares”). The number of Alignment Shares issued was determined based on the expectation that such Alignment Shares would represent 5% of the shares offered in the Initial Public Offering. The holders of the Alignment Shares agreed to forfeit up to 375,000 Alignment Shares depending on the extent to which the underwriter’s over-allotment was exercised. The Alignment Shares are entitled to (together with the Class B shares) a number of votes representing 20% of the Company’s outstanding common stock prior to the completion of the Initial Business Combination. On March 22, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 5,000,000 SAILs. The Initial Stockholders, directors and executive officers agreed not to transfer, assign or sell any of their Alignment Shares and any of their Class A common stock deliverable upon conversion of the Alignment Shares for 30 days following the completion of an Initial Business Combination. In connection with this arrangement, the Initial Stockholders, officers, and directors also agreed not to transfer, assign or sell any of their Alignment Shares until the earlier to occur of: (i) 30 days after the completion of the Initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Further, in connection with this arrangement, the Sponsor, officers and directors also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the Initial Business Combination, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Alignment shares and Private Placement Warrants. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 12,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $18.0 million. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless. The Initial Stockholders, officers and directors also agreed not to transfer, assign or sell any of their Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of its Initial Business Combination, except to permitted transferees. Any permitted transferees would be subject to the same restrictions and other agreements of the Initial Stockholders and its directors and executive officers with respect to Alignment Shares. Related Party Loans On January 11, 2021, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”). This loan was payable without interest and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $277,000 under the Note. The Company fully repaid the Note on March 24, 2021. As of March 31, 2021, there were no outstanding amounts on the Note. In order to finance transaction costs in connection with an intended Initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into Private Placement Warrants at a price of $1.50 per Private Placement Warrants at the option of the lender. The Private Placement Warrants would be identical to the Private Placement Warrants issued to the Sponsor. Except for the forgoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company has not had borrowings on Working Capital Loans. Administrative Services Agreement Beginning on March 18, 2021 through the earlier of consummation of the Initial Business Combination and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $10,000 per month. The affiliate of the Sponsor has waived such fees and such fees will not be payable until the affiliate of the Sponsor determines that such fees should be paid. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of the Alignment Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon conversion of Working Capital Loans and upon conversion of the Alignment Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 7,500,000 additional SAILs, to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. On March 22, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 5,000,000 SAILs. The underwriter was entitled to an underwriting discount of $0.20 per SAIL SM SM |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6—Derivative Warrant Liabilities As of March 31, 2021, the Company had 11,000,000 Public Warrants and 12,000,000 Private Warrants outstanding. No fractional warrants will be issued upon separation of the SAILs and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of the Initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the an Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A shares or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or its affiliates, without taking into account any shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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 also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon a minimum of 30 days ’ prior written notice of redemption, ● if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before the Company sends the notice of redemption, and ● 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 commencing five business days prior to the 30 -day trading period and continuing each day thereafter until the date of redemption. In addition, when the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common shares determined by reference to the table set forth in the Company’s prospectus relating to the Initial Public Offering based on the redemption date and the “fair market value” of the Class A common shares, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the Class A common shares is the average last reported sale price of the Class A common shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Business Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7—Stockholders’ Equity Preferred stock outstanding Class A Common Stock outstanding Class B Common Stock outstanding On the last day of each measurement period (as defined below), which will occur annually over ten fiscal years following consummation of an Initial Business Combination (and, with respect to any measurement period in which there is a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such measurement period), 250,000 Alignment Shares will automatically convert, subject to adjustment as described herein, into shares of Class A common stock (“Conversion Shares”), as follows: ● if the sum (such sum, the “Total Return”) of (i) the volume weighted average price (VWAP) of shares of the Company’s Class A common stock for such final fiscal quarter of such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of Class A common stock on the record date for which is on or prior to the last day of the measurement period, does not exceed the Price Threshold (as defined below), the number of Conversion Shares for such measurement period will be 2,875 shares of Class A common stock (or 2,500 shares if the over-allotment option is not exercised); ● if the Total Return exceeds the Price Threshold but does not exceed an amount equal to 130% of the Price Threshold, then the number of conversion shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 shares if the over-allotment option is not exercised) and (ii) 20% of the difference between the Total Return and the Price Threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of shares of Class A common stock outstanding immediately after the closing of the Initial Public Offering (including any exercise of the over-allotment option) and (y) if in connection with the Initial Business Combination, there are issued any shares of Class A common stock or PIPE Securities (as defined below), the number of shares of Class A common stock so issued, and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by (B) the Total Return; and ● if the Total Return exceeds an amount equal to 130% of the Price Threshold, then the number of Conversion Shares for such measurement period will be the greater of (i) 2,875 shares of Class A common stock (or 2,500 shares if the over-allotment option is not exercised) and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the Price Threshold and the Price Threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the Price Threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. ● The term “measurement period” means (i) the period of four fiscal quarters ending with, and including, the last fiscal quarter of the fiscal year in which the Company consummates its Initial Business Combination and (ii) each of the nine successive four-fiscal-quarter periods (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions). ● The “Price Threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the Price Threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period. ● For purposes of the above calculation, “PIPE Securities” means securities (other than the Public Warrants and the Private Placement Warrants) issued by the Company and/or any entities that (after giving effect to completion of the Initial Business Combination) are subsidiaries of the Company that are directly or indirectly convertible into or exercisable for shares of Class A common stock, or for a cash settlement value in lieu thereof. ● The foregoing calculations will be based on the Company’s fiscal year and fiscal quarters, which may change as a result of an Initial Business Combination. Each conversion of Alignment Shares will apply to the holders of Alignment Shares on a pro rata basis. If, upon conversion of any Alignment Shares, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to such holder. The Conversion Shares will be deliverable no later than the tenth day following the last day of each applicable measurement period. The Company is required to publicly announce the number of Conversion Shares to be issued no less than two business days prior to issuance. For so long as any Alignment Shares remain outstanding, the Company may not, without the prior or written consent of the holders of a majority of the Alignment Shares then outstanding take certain actions such as to (i) change its fiscal year, (ii) increase the number of directors on the Board, (iii) pay any dividends or effect any split on any of its capital stock, (iv) adopt any stockholder rights plan, (v) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets measured in accordance with GAAP in the United States or the accounting standards then used by the Company in the preparation of the financial statement or (vi) issue any shares of Class A common stock in excess of 5% of the Company’s then outstanding shares of Class B common stock or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the Class A common stock are then listed. As a result, the holders of the Alignment Shares may be able to prevent us from taking such actions that the Board believes is in the Company’s interest. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 550,014,814 $ — $ — $ 550,014,814 Liabilities: Derivative public warrant liabilities $ — $ — $ 23,320,000 $ 23,320,000 Derivative private warrant liabilities $ — $ — $ 29,880,000 $ 29,880,000 Total fair value $ 550,014,814 $ — $ 53,200,000 $ 603,214,814 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Black-Scholes Option Pricing Method. For the period from January 11, 2021 (inception) through March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $3 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 17, 2021 As of March 31, 2021 Exercise price 11.50 11.50 Stock Price 9.56 9.63 Option term (in years) 5.00 5.00 Volatility 37 % 34 % Risk-free interest rate 1.23 % 1.36 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the period from January 11, 2021 (inception) through March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 11, 2021 $ — Issuance of Derivative Warrants (level 3) 56,230,000 Change in fair value of derivative warrant liabilities (3,030,000) Derivative warrant liabilities at March 31, 2021 $ 53,200,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to May 24, 2021, the date unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from January 11, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 26, 2021 and March 18, 2021, respectively. In May 2021, the Company identified an error in its accounting treatment for both its public and private warrants (Warrants) as presented in its audited balance sheet as of March 22, 2021 included in its Current Report on Form 8-K. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board (“FASB”) and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $56.2 million increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item, as well as an increase to additional paid in capital of $15.3 million and offsetting decrease to accumulated deficit, recorded as part of the activity in the period from January 11, 2021 (inception) through March 31, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021, there were no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,000,000 issued in connection with the Initial Public Offering (the “Public Warrants”) and the 12,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Black-Scholes Option Pricing Method. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering on March 22, 2021. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 47,873,403 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the period from January 11, 2021 (inception) through March 31, 2021, income tax expense for the period was deemed to be immaterial. The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of March 31, 2021, the income tax valuation was considered immaterial. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of loss per share of common stock subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share for the period from January 11, 2021 (inception) through March 31, 2021, basic and diluted for Class A redeemable common stock, was calculated by dividing the interest income earned on investments held in the Trust Account of approximately $15,000 (less franchise tax expense of approximately $15,000, resulting in approximately $0), by the weighted average number of 55,000,000 Class A redeemable common stock outstanding for the period. Net loss per share basic and diluted for non-redeemable common stock, was calculated by dividing the net loss (approximately $12.4 million less income attributable to Class A common stock in the amount of approximately $0, resulting in a loss of approximately $12.4 million), by the weighted average number of 2,535,211 non-redeemable common stock outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Excess Change in Fair Value of Private Warrants | Excess Change in Fair Value of Private Warrants The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, Share-based Compensation. For the period from January 11, 2021 (inception) through March 31, 2021, the Company recorded $13.9 million. This amount is included in the change in fair value of derivative warrant liabilities on the unaudited condensed statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 550,014,814 $ — $ — $ 550,014,814 Liabilities: Derivative public warrant liabilities $ — $ — $ 23,320,000 $ 23,320,000 Derivative private warrant liabilities $ — $ — $ 29,880,000 $ 29,880,000 Total fair value $ 550,014,814 $ — $ 53,200,000 $ 603,214,814 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of March 17, 2021 As of March 31, 2021 Exercise price 11.50 11.50 Stock Price 9.56 9.63 Option term (in years) 5.00 5.00 Volatility 37 % 34 % Risk-free interest rate 1.23 % 1.36 % |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at January 11, 2021 $ — Issuance of Derivative Warrants (level 3) 56,230,000 Change in fair value of derivative warrant liabilities (3,030,000) Derivative warrant liabilities at March 31, 2021 $ 53,200,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 22, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)entity$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10 | |
Proceeds from issuance initial public offering | $ 550,000,000 | |
Offering costs | 11,760,541 | |
Gross proceeds from Private Placement Warrant | 18,000,000 | |
Deferred underwriting fee payable | 19,250,000 | |
Cash held outside the Trust Account | $ 6,229,489 | |
Condition for future business combination number of businesses minimum | entity | 1 | |
Payments for investment of cash in Trust Account | $ 550,000,000 | |
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |
Threshold business days for redemption of public shares | 10 days | |
Redemption limit percentage without prior consent | 15 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Cash | $ 6,200,000 | |
Working Capital | 6,200,000 | |
Proceeds from related party loan | 276,543 | |
Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash contribution | 25,000 | |
Proceeds from related party loan | $ 277,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds from Private Placement Warrant | $ 18,000,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of of SAILSM securities in initial public offering, less fair value of public warrants (in shares) | shares | 55,000,000 | 7,500,000 |
Purchase price, per unit | $ / shares | $ 10 | |
Proceeds from issuance initial public offering | $ 550,000,000 | |
Offering costs | 31,000,000 | |
Deferred underwriting commissions | $ 19,300,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of of SAILSM securities in initial public offering, less fair value of public warrants (in shares) | shares | 12,000,000 | |
Purchase price, per unit | $ / shares | $ 1.50 | |
Gross proceeds from Private Placement Warrant | $ 18,000,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 12,000,000 | |
Price of warrant | $ / shares | $ 1.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of of SAILSM securities in initial public offering, less fair value of public warrants (in shares) | shares | 5,000,000 | |
Purchase price, per unit | $ / shares | $ 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jan. 20, 2021 | |
Cash equivalents | $ 0 | $ 0 | ||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | ||
Ordinary shares, shares subject to possible redemption | 47,873,403 | 47,873,403 | ||
Anti-dilutive securities attributable to warrants (in shares) | 23,000,000 | |||
Unrecognized Tax Benefits | $ 0 | $ 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | ||
Shares subject to forfeiture | 47,873,403 | 47,873,403 | ||
Change in fair value of derivative warrant liabilities | $ 56,200,000 | $ 10,890,000 | ||
Additional Paid in Capital | $ 15,300,000 | |||
Non-cash Compensation Recognized For Private Placement Warrants | $ 13,900,000 | |||
Public Warrants | ||||
Class of Warrant or Right, Outstanding | 11,000,000 | 11,000,000 | ||
Initial Public Offering | ||||
Class of Warrant or Right, Outstanding | 11,000,000 | 11,000,000 | ||
Class B Common Stock | ||||
Shares subject to forfeiture | 375,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Investments held in Trust Account | $ 550,014,814 |
Franchise tax payable | 42,790 |
Net loss | (12,380,947) |
Adjusted net loss | 0 |
Class A Common Stock | |
Investments held in Trust Account | 15,000 |
Franchise tax payable | 15,000 |
Net loss | 12,400,000 |
Less: Income attributable to shares subject to possible redemption | 0 |
Adjusted net loss | $ 12,400,000 |
Weighted average shares outstanding, basic and diluted | shares | 55,000,000 |
Class A Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 55,000,000 |
Class A Common Stock Not Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 2,535,211 |
Basic and diluted net income per common share | $ / shares | $ (4.88) |
Non Redeemable Common Stock | |
Weighted average shares outstanding, basic and diluted | shares | 2,535,211 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 22, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
Proceeds received from initial public offering, gross | $ 550,000,000 | |
Offering costs | $ 11,760,541 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 55,000,000 | 7,500,000 |
Purchase price, per unit | $ 10 | |
Proceeds received from initial public offering, gross | $ 550,000,000 | |
Offering costs | 31,000,000 | |
Deferred underwriting commissions | $ 19,300,000 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 11.50 | |
Number of shares issuable per warrant | 0.20 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,000,000 | |
Purchase price, per unit | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Mar. 22, 2021 | Jan. 11, 2021 | Mar. 31, 2021 | Jan. 20, 2021 |
Related Party Transaction [Line Items] | ||||
Consideration received per share | $ 0.35 | |||
Aggregate purchase price | $ 25,000 | |||
Shares subject to forfeiture | 47,873,403 | |||
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 2,875,000 | |||
Aggregate purchase price | $ 288 | |||
Shares subject to forfeiture | 375,000 | |||
Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Consideration received per share | $ 9.20 | |||
Sponsor | Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 30 days | |||
Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Number of units issued | 5,000,000 | |||
Founder Shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 5.00% | |||
Founder Shares [Member] | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Consideration received | $ 1,250 | |||
Number of shares issued | 2,731,250 | |||
Founder Shares [Member] | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Consideration received | $ 23,750 | |||
Consideration received per share | $ 0.01 | |||
Number of shares issued | 143,750 | |||
Shares subject to forfeiture | 125,000 | 375,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Founder Shares [Member] | Sponsor | Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Restrictions on transfer period of time after business combination completion | 30 days | |||
Founder Shares [Member] | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Number of units issued | 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 24, 2021 | Mar. 31, 2021 | Jan. 11, 2021 |
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Proceeds from related party loan | $ 276,543 | ||
Repayment of promissory note - related party | 276,543 | ||
Gross proceeds from Private Placement Warrant | $ 18,000,000 | ||
Purchase price, per unit | $ 10 | ||
Related Party Transaction Maximum Loans Convertible Into Shares | $ 1,500,000 | ||
Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Purchase price, per unit | $ 11.50 | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Gross proceeds from Private Placement Warrant | $ 18,000,000 | ||
Units Issued During Period, Shares, New Issues | 12,000,000 | ||
Purchase price, per unit | $ 1.50 | ||
Private Placement | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Purchase price, per unit | $ 11.50 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Proceeds from related party loan | $ 277,000 | ||
Outstanding balance of related party note | $ 0 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 22, 2021 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | three demands | |
Deferred underwriting fee payable | $ 19,250,000 | |
Underwriting cash discount per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 19,300,000 | |
Share Price | $ 0.35 | |
Initial Public Offering | ||
Loss Contingencies [Line Items] | ||
Underwriting agreement options granted period | 45 days | |
Number of units issued | 55,000,000 | 7,500,000 |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Underwriter cash discount | $ 11,000,000 | |
Number of units issued | 5,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Warrants (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 22, 2021 | Jan. 20, 2021 | |
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | 47,873,403 | ||
Threshold period for filling registration statement after business combination | 20 days | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | ||
Share price | $ 0.35 | ||
Purchase price, per unit | $ 10 | ||
Number of shares for conversion in measurement period | 2,875 | ||
Class A Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption price adjustment multiple | 0.361 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Share price | $ 9.20 | ||
Purchase price, per unit | $ 11.50 | ||
Class B Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | 375,000 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 5.00% | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 5 days | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 5 years | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | 12,000,000 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise period condition one | 30 days | ||
Share price trigger used to measure dilution of warrant | $ 10 | ||
Trading period after business combination used to measure dilution of warrant | 10 days | ||
Warrants Outstanding | 11,000,000 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 45 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | ||
Redemption period | 30 days | ||
Over-allotment option | |||
Class of Warrant or Right [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Number of shares for conversion in measurement period | 2,500 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Jan. 31, 2021 |
Stockholders' Equity | ||
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 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) - $ / shares | Mar. 22, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 20, 2021 | Jan. 11, 2021 |
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 7,126,597 | 7,126,597 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 47,873,403 | 47,873,403 | ||||
Shares subject to forfeiture | 47,873,403 | 47,873,403 | ||||
Number of alignment shares automatically converted | 250,000 | |||||
Number of shares for conversion in measurement period | 2,875 | |||||
Maximum percentage of the share price for conversion in measurement period | 130.00% | 130.00% | ||||
Percentage of difference between amounts | 20.00% | |||||
Percentage of difference between percentage and amounts | 30.00% | |||||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||||
Class of Stock [Line Items] | ||||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 80,000,000 | 80,000,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 7,126,597 | 7,126,597 | ||||
Class A Common Stock Subject to Redemption | ||||||
Class of Stock [Line Items] | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 47,873,403 | 47,873,403 | ||||
Class A Common Stock Not Subject to Redemption | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 7,126,597 | 7,126,597 | ||||
Common shares, shares outstanding (in shares) | 1,806,597 | 1,806,597 | ||||
Number of units issued | 55,000,000 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 19,000,000 | 19,000,000 | 19,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 2,750,000 | 2,750,000 | 2,875,000 | |||
Common shares, shares outstanding (in shares) | 2,750,000 | 2,750,000 | ||||
Shares subject to forfeiture | 375,000 | |||||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 5.00% | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Number of units issued | 5,000,000 | |||||
Number of shares for conversion in measurement period | 2,500 | |||||
Over-allotment option | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of units issued | 5,000,000 | |||||
Sponsor | Founder Shares [Member] | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares subject to forfeiture | 125,000 | 375,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring | Mar. 31, 2021USD ($) |
Assets | |
Investments held in Trust Account | $ 550,014,814 |
Liabilities: | |
Total fair value | 603,214,814 |
Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 23,320,000 |
Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | 29,880,000 |
Level 1 | |
Assets | |
Investments held in Trust Account | 550,014,814 |
Liabilities: | |
Total fair value | 550,014,814 |
Level 3 | |
Liabilities: | |
Total fair value | 53,200,000 |
Level 3 | Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 23,320,000 |
Level 3 | Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | $ 29,880,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Mar. 31, 2021 | Mar. 17, 2021 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Stock Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.63 | 9.56 |
Option term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 34 | 37 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.36 | 1.23 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in fair value of warrant liabilities | $ (3,030,000) |
Derivative warrant liabilities at end of period | 53,200,000 |
Increase in Fair Value of Liabilities | 3,000,000 |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Derivative Warrants (level 3) | $ 56,230,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements | |
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 |