Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 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 Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
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 $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants included as part of the SAILSM securities , each whole warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | REVHW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,750,000 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Jun. 30, 2021USD ($) |
Current assets | |
Cash | $ 4,280,677 |
Prepaid expenses | 1,190,735 |
Total current assets | 5,471,412 |
Investments held in Trust Account | 550,036,818 |
Total Assets | 555,508,230 |
Current liabilities: | |
Accounts payable | 20,576 |
Accrued expenses | 5,000 |
Franchise tax payable | 92,105 |
Total current liabilities | 117,681 |
Derivative warrant liabilities | 33,150,000 |
Deferred underwriting commissions | 19,250,000 |
Total liabilities | 52,517,681 |
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 | 0 |
Retained earnings | 4,999,214 |
Total stockholders' equity | 5,000,009 |
Total Liabilities and Stockholders' Equity | 555,508,230 |
Class A Common Stock | |
Stockholder's Equity | |
Common stock | 520 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 49,799,054 shares subject to possible redemption at $10.00 per share | 497,990,540 |
Class B Common Stock | |
Stockholder's Equity | |
Common stock | 275 |
Total stockholders' equity | $ 275 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Temporary equity, shares outstanding | 49,799,054 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 80,000,000 |
Common shares, shares issued | 5,200,446 |
Common shares, shares outstanding | 5,200,446 |
Class A Common Stock Subject to Redemption | |
Temporary equity, par value, (per share) | $ / shares | $ 0.0001 |
Temporary equity, shares outstanding | 49,799,054 |
Temporary equity, redemption price, (per share) | $ / shares | $ 10 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 19,000,000 |
Common shares, shares issued | 2,750,000 |
Common shares, shares outstanding | 2,750,000 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 80,000,000 |
Common shares, shares issued | 5,200,946 |
Common shares, shares outstanding | 5,200,946 |
Temporary equity, redemption price, (per share) | $ / shares | $ 49,799,054 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 766,172 | $ 818,623 |
Franchise tax expenses | 49,315 | 92,105 |
Loss from operations | (815,487) | (910,728) |
Change in fair value of derivative warrant liabilities | 20,050,000 | 9,160,000 |
Financing costs - derivative warrant liabilities | (1,410,520) | |
Income from investments held in Trust account | 22,004 | 36,818 |
Net income | $ 19,256,517 | $ 6,875,570 |
Class A Common Stock Subject to Redemption | ||
Weighted average shares outstanding, basic and diluted | 55,000,000 | 55,000,000 |
Basic and diluted net income per common share | $ 0 | $ 0 |
Class B Common Stock Not Subject to Redemption | ||
Weighted average shares outstanding, basic and diluted | 2,750,000 | 2,655,864 |
Basic and diluted net income per common share | $ 7 | $ 2.59 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock Not Subject to Redemption | Class B Common Stock |
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 | $ 25,000 | 24,712 | 0 | $ 288 | |
Issuance of Class B common stock to Initial Stockholders (in shares) | 2,875,000 | ||||
Sale of SAILs in initial public offering, less fair value of public warrants | 525,690,000 | 525,684,500 | 0 | $ 5,500 | |
Sale of SAILs in initial public offering, less fair value of public warrants (in shares) | 55,000,000 | ||||
Offering costs | (29,600,021) | (29,600,021) | 0 | ||
Forfeiture of Class B common stock | 13 | 0 | $ (13) | ||
Forfeiture of Class B common stock (in shares) | (125,000) | ||||
Common stock subject to possible redemption | (478,734,030) | (478,729,243) | 0 | $ (4,787) | |
Common stock subject to possible redemption (in shares) | (47,873,403) | ||||
Net income | (12,380,947) | 0 | (12,380,947) | ||
Balance at the end at Mar. 31, 2021 | 5,000,002 | 17,379,961 | (12,380,947) | $ 713 | $ 275 |
Balance at the end (in shares) at Mar. 31, 2021 | 7,126,597 | 2,750,000 | |||
Balance at the beginning at Jan. 10, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 6,875,570 | ||||
Balance at the end at Jun. 30, 2021 | 5,000,009 | 0 | 4,999,214 | $ 520 | $ 275 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,200,946 | 2,750,000 | |||
Balance at the beginning at Mar. 31, 2021 | 5,000,002 | 17,379,961 | (12,380,947) | $ 713 | $ 275 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock subject to possible redemption | (19,256,510) | (17,379,961) | (1,876,356) | $ (193) | |
Common stock subject to possible redemption (in shares) | (1,925,651) | ||||
Net income | 19,256,517 | 0 | 19,256,517 | ||
Balance at the end at Jun. 30, 2021 | $ 5,000,009 | $ 0 | $ 4,999,214 | $ 520 | $ 275 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,200,946 | 2,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 6,875,570 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income from investments held in trust account | (36,818) |
Financing costs - derivative warrant liabilities | 1,410,520 |
Change in fair value of derivative warrant liabilities | (9,160,000) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,190,735) |
Accounts payable | 20,576 |
Accrued expenses | 5,000 |
Franchise tax payable | 92,105 |
Net cash used in operating activities | (1,983,782) |
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 | 4,280,677 |
Cash - end of the period | 4,280,677 |
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 | $ 22,252,660 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description 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 June 30, 2021, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) to June 30, 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 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 defined in Note 4) 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 SAILSM, generating gross proceeds of $550.0 million, and incurring offering costs of approximately $31.0 million, of which approximately $19.3 million was for deferred underwriting commissions (Note 5). As of June 30, 2021, the Company had $1.4 million of offering costs on the unaudited condensed statement of operations that were allocated to derivative warrant liabilities. 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 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 and the per share interest earned on the funds held in the Trust Account (net of permitted withdrawals). As a result, such common stock was recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), ASC 480, “Distinguishing Liabilities from Equity.” The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than 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 per-share 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 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 June 30, 2021, the Company had approximately $4.3 million in cash and working capital of approximately $5.4 million. The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from Sponsor to purchase Alignment Shares, 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 June 30, 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis 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. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the Securities and Exchange Commission (“SEC”) on March 26, 2021. 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 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 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 June 30, 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 and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 the 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 June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of • 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. 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 ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , paragraph 15 Embedded Derivatives 815-15”). re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity 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 were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current 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 June 30, 2021, 49,799,054 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 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. As of June 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. 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 June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income per share for Class A redeemable common stock in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock: For The Three Months For The Period From January Class A common stock Numerator: Income allocable to Class A redeemable common stock Income from investments held in Trust Account $ 22,004 $ 36,818 Less: Company’s portion available to be withdrawn to pay taxes (22,004 ) (36,818 ) Net income attributable $ — $ — Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 55,000,000 55,000,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 19,256,517 $ 6,875,570 Net income allocable to Class A redeemable common stock — — Net income attributable $ 19,256,517 $ 6,875,570 Denominator: weighted average Class B non-redeemable Basic and diluted weighted average shares outstanding, Class B non-redeemable 2,750,000 2,655,864 Basic and diluted net income per share, Class B non-redeemable $ 7.00 $ 2.59 Excess Change in Fair Value of Private Placement Warrants The Company records a loss on issuance of Private Placement Warrants 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 June 30, 2021, the Company recorded Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3-Initial 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 , generating gross proceeds of $550.0 million, and incurring offering costs of approximately $31.0 million, of which approximately $19.3 million was for deferred underwriting commissions. Each SAIL SM consists of one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant may be exercised to purchase |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related 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. As a result, 125,000 Alignment Shares were forfeited. As of June 30, 2021, there were 2,750,000 Alignment Shares outstanding, none subject to forfeiture. 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 an Initial 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. Subsequent to the repayment, the facility was no longer available to the Company. As of June 30, 2021, there were 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 Loan(s)”). Up to 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. As of June 30, 2021, the Company has not accrued or incurred any administrative fees. 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. As of June 30, 2021, the Company has not accrued or incurred any expenses. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments 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 The underwriter was entitled to an underwriting discount of $0.20 per SAILSM, or $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per SAIL SM , or approximately $19.3 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6-Derivative As of June 30, 2021, the Company had 11,000,000 Public Warrants and 12,000,000 Private Placement 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 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 three business days • 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 30-day 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 | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7-Stockholders’ Preferred stock Class A Common Stock Class B Common Stock the shares offered in the Initial Public Offering. On March 22, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 5,000,000 SAILs; and, as a result only 125,000 shares of Class B common stock remained subject to forfeiture. As of June 30, 2021, there are 2,750,000 Class B common stock issued and outstanding, none subject to forfeiture. 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 • 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 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 | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8-Fair 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 June 30, 2021 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 550,036,818 $ — $ — $ 550,036,818 Liabilities: Derivative public warrant liabilities 15,510,000 — — 15,510,000 Derivative private placement warrant liabilities — — 17,640,000 17,640,000 As of June 30, 2021, there were Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. In the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021, the fair value of the Public Warrants began to be separately listed and traded. As a result, the fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement. Level 1 assets 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 initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a modified Black-Scholes Option Pricing Method. The fair value of Public Warrants issued in connection with the Initial Public Offering transferred to a Level 1 measurement and was measured based on the listed market price of such warrants at June 30, 2021. The Public Warrants For the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021, the Company recognized income on the statement of operations resulting from an decrease in the fair value of liabilities of The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a modified 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of June 30, 2021 Exercise price 11.50 Stock Price 9.82 Option term (in years) 5.00 Volatility 22 % Risk-free interest rate 0.87 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 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 - Level 3 (3,030,000 ) Derivative warrant liabilities at March 31, 2021 - Level 3 53,200,000 Transfer of Public Warrants to Level 1 (23,320,000 ) Change in fair value of derivative warrant liabilities - Level 3 (12,240,000 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 17,640,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9-Subsequent The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review the Company did not identify any subsequent events that would have required recognition or disclosure in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the Securities and Exchange Commission (“SEC”) on March 26, 2021. |
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 |
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 |
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 June 30, 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 and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 the 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 June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets, other than the derivative warrant liabilities. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of • 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. |
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 ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , paragraph 15 Embedded Derivatives 815-15”). re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity |
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 were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
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 June 30, 2021, 49,799,054 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 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. As of June 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. 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 June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Share of Common Stock | Net Income Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income per share for Class A redeemable common stock in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per share of common stock: For The Three Months For The Period From January Class A common stock Numerator: Income allocable to Class A redeemable common stock Income from investments held in Trust Account $ 22,004 $ 36,818 Less: Company’s portion available to be withdrawn to pay taxes (22,004 ) (36,818 ) Net income attributable $ — $ — Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 55,000,000 55,000,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 19,256,517 $ 6,875,570 Net income allocable to Class A redeemable common stock — — Net income attributable $ 19,256,517 $ 6,875,570 Denominator: weighted average Class B non-redeemable Basic and diluted weighted average shares outstanding, Class B non-redeemable 2,750,000 2,655,864 Basic and diluted net income per share, Class B non-redeemable $ 7.00 $ 2.59 |
Excess Change in Fair Value of Private Warrants | Excess Change in Fair Value of Private Placement Warrants The Company records a loss on issuance of Private Placement Warrants 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 June 30, 2021, the Company recorded |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income per share of common stock | The following table reflects the calculation of basic and diluted net income per share of common stock: For The Three Months For The Period From January Class A common stock Numerator: Income allocable to Class A redeemable common stock Income from investments held in Trust Account $ 22,004 $ 36,818 Less: Company’s portion available to be withdrawn to pay taxes (22,004 ) (36,818 ) Net income attributable $ — $ — Denominator: Weighted average Class A redeemable common stock Basic and diluted weighted average shares outstanding, Class A redeemable common stock 55,000,000 55,000,000 Basic and diluted net income per share, Class A redeemable common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income minus net income allocable to Class A redeemable common stock Net income $ 19,256,517 $ 6,875,570 Net income allocable to Class A redeemable common stock — — Net income attributable $ 19,256,517 $ 6,875,570 Denominator: weighted average Class B non-redeemable Basic and diluted weighted average shares outstanding, Class B non-redeemable 2,750,000 2,655,864 Basic and diluted net income per share, Class B non-redeemable $ 7.00 $ 2.59 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 550,036,818 $ — $ — $ 550,036,818 Liabilities: Derivative public warrant liabilities 15,510,000 — — 15,510,000 Derivative private placement warrant liabilities — — 17,640,000 17,640,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of June 30, 2021 Exercise price 11.50 Stock Price 9.82 Option term (in years) 5.00 Volatility 22 % Risk-free interest rate 0.87 % |
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 - Level 3 (3,030,000 ) Derivative warrant liabilities at March 31, 2021 - Level 3 53,200,000 Transfer of Public Warrants to Level 1 (23,320,000 ) Change in fair value of derivative warrant liabilities - Level 3 (12,240,000 ) Derivative warrant liabilities at June 30, 2021 - Level 3 $ 17,640,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 22, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Year$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 550,000,000 | ||
Offering costs | 11,760,541 | ||
Gross proceeds from Private Placement Warrant | $ 18,000,000 | ||
Condition for future business combination number of businesses minimum | Year | 1 | ||
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 | $ 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 | $ 4,300,000 | 4,300,000 | |
Working Capital | 5,400,000 | ||
Proceeds from related party loan | 276,543 | ||
Offering costs allocated to derivative warrant liabilities | $ 1,400,000 | ||
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 SAILs 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 SAILs in initial public offering, less fair value of public warrants (in shares) | shares | 12,000,000 | ||
Purchase price, per unit | $ / shares | $ 1.50 | $ 1.50 | |
Gross proceeds from Private Placement Warrant | $ 18,000,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 1.50 | $ 1.50 | |
Sale of Private Placement Warrants (in shares) | shares | 12,000,000 | 12,000,000 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of SAILs 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_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Cash equivalents | $ 0 |
Federal depository insurance coverage amount | $ 250,000 |
Ordinary shares, shares subject to possible redemption | shares | 49,799,054 |
Unrecognized Tax Benefits | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 |
Non-cash Compensation Recognized For Private Placement Warrants | $ 13,900,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of basic and diluted net income per share of common stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Income allocable to Class A redeemable common stock | |||
Income from investments held in Trust account | $ 22,004 | $ 36,818 | |
Less: Company's portion available to be withdrawn to pay taxes | 22,004 | 36,818 | |
Numerator: Net income minus net income allocable to Class A redeemable common stock | |||
Net income | 19,256,517 | $ (12,380,947) | 6,875,570 |
Net income allocable to Class A redeemable common stock | 0 | 0 | |
Class A Redeemable Common Stock | |||
Numerator: Income allocable to Class A redeemable common stock | |||
Net income attributable | 0 | 0 | |
Numerator: Net income minus net income allocable to Class A redeemable common stock | |||
Net income attributable | $ 0 | $ 0 | |
Denominator: Weighted average Class A redeemable common stock | |||
Weighted average shares outstanding, basic and diluted | 55,000,000 | 55,000,000 | |
Basic and diluted net income per common share | $ 0 | $ 0 | |
Class B Non Redeemable Common Stock | |||
Numerator: Income allocable to Class A redeemable common stock | |||
Net income attributable | $ 19,256,517 | $ 6,875,570 | |
Numerator: Net income minus net income allocable to Class A redeemable common stock | |||
Net income attributable | $ 19,256,517 | $ 6,875,570 | |
Denominator: Weighted average Class A redeemable common stock | |||
Weighted average shares outstanding, basic and diluted | 2,750,000 | 2,655,864 | |
Basic and diluted net income per common share | $ 7 | $ 2.59 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 22, 2021 | Jun. 30, 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 | Jun. 30, 2021 | Jan. 20, 2021 |
Related Party Transaction [Line Items] | |||||
Consideration received per share | $ 0.35 | ||||
Temporary equity, shares outstanding | 49,799,054 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,875,000 | ||||
Shares subject to forfeiture | 0 | 375,000 | |||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Consideration received per share | $ 9.20 | ||||
Alignment Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares forfeited during the period. | 2,750,000 | ||||
Temporary equity, shares outstanding | 125,000 | ||||
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 | Jun. 30, 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 | ||
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 | ||
Accrued administrative fee related party | 0 | ||
Accrued expenses related party | 0 | ||
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 ($) $ / shares in Units, $ in Millions | Mar. 22, 2021 | Jun. 30, 2021 |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | three demands | |
Underwriting cash discount per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 19.3 | |
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 | |
Number of units issued | 5,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
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 |
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 |
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 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 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 | shares | 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 | shares | 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 |
Redemption period | 30 days |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) | Jun. 30, 2021$ / sharesshares |
Stockholders' Equity Note [Abstract] | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) - $ / shares | Mar. 22, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 20, 2021 | Jan. 11, 2021 |
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 49,799,054 | ||||
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 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 5,200,446 | ||||
Common shares, shares outstanding (in shares) | 5,200,446 | ||||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 49,799,054 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 19,000,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 2,750,000 | 2,875,000 | |||
Common shares, shares outstanding (in shares) | 2,750,000 | ||||
Shares subject to forfeiture | 0 | 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 | Jun. 30, 2021USD ($) |
Assets | |
Investments held in Trust Account | $ 550,036,818 |
Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 15,510,000 |
Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | 17,640,000 |
Level 1 | |
Assets | |
Investments held in Trust Account | 550,036,818 |
Level 1 | Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 15,510,000 |
Level 3 | Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | $ 17,640,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2021 |
Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Stock Price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 9.82 |
Option term (in years) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 5 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 22 |
Risk-free interest rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0.87 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities at beginning of period | $ 53,200,000 | $ 0 | $ 0 |
Transfer of Public Warrants to Level 1 | (23,320,000) | ||
Change in fair value of derivative warrant liabilities - Level 3 | (12,240,000) | (3,030,000) | |
Derivative warrant liabilities at end of period | 17,640,000 | 53,200,000 | 17,640,000 |
Decrease In Fair Value Of Liabilities | $ 20,100,000 | $ 9,200,000 | |
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) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | $ 0 |
Liabilities ,Fair value disclosure | $ 0 |