Cover Page
Cover Page | Jan. 22, 2021 |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | VPC IMPACT ACQUISITION HOLDINGS III, INC. |
Entity Central Index Key | 0001841408 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheet
Balance Sheet | Jan. 22, 2021USD ($) | |
ASSETS | ||
Deferred offering costs | $ 100,000 | |
TOTAL ASSETS | 100,000 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accrued expenses | 604 | |
Accrued offering costs | 75,000 | |
Total Current Liabilities | 75,604 | |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 24,353 | |
Accumulated deficit | (604) | |
Total Stockholders' Equity | 24,396 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 100,000 | |
Class A [Member] | ||
Stockholders' Equity | ||
Common Stock | 0 | |
Class B [Member] | ||
Stockholders' Equity | ||
Common Stock | $ 647 | [1] |
[1] | Includes up to 843,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6) |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Jan. 22, 2021$ / sharesshares |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Class A [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 0 |
Common Stock, Shares, Outstanding | 0 |
Class B [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 6,468,750 |
Common Stock, Shares, Outstanding | 6,468,750 |
Class B [Member] | VPCC Founder Shares [Member] | |
Common stock share subject to forfeiture | 843,750 |
Statement of Operations
Statement of Operations | Jan. 22, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 604 | |
Net loss | $ (604) | |
Weighted average shares outstanding, basic and diluted | shares | 5,625,000 | [1] |
Basic and diluted net loss per common stock | $ / shares | $ 0 | |
[1] | Excludes 843,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Statement of Operations (Parent
Statement of Operations (Parenthetical) | Jan. 22, 2021shares |
VPCC Founder Shares [Member] | Common Class B [Member] | |
Common stock share subject to forfeiture | 843,750 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - Jan. 22, 2021 - USD ($) | Total | Common Stock [Member]Class B [Member] | Additional Paid in Capital | Accumulated Deficit | |
Beginning balance at Jan. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance, Shares at Jan. 13, 2021 | 0 | ||||
Issuance of Class B common stock to Sponsor | [1] | 25,000 | $ 647 | 24,353 | 0 |
Issuance of Class B common stock to Sponsor, Shares | [1] | 6,468,750 | |||
Net loss | (604) | $ 0 | 0 | (604) | |
Ending balance at Jan. 22, 2021 | $ 24,396 | $ 647 | $ 24,353 | $ (604) | |
Ending balance, Shares at Jan. 22, 2021 | 6,468,750 | ||||
[1] | Includes up to 843,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parenthetical) | Jan. 22, 2021shares |
VPCC Founder Shares [Member] | Common Class B [Member] | |
Common stock share subject to forfeiture | 843,750 |
Statement of Cash Flows
Statement of Cash Flows | Jan. 22, 2021USD ($) |
Cash Flows from Operating Activities: | |
Net loss | $ (604) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Accrued Expense | 604 |
Net cash used in operating activities | 0 |
Net Change in Cash | 0 |
Cash—Beginning of period | 0 |
Cash—End of period | 0 |
Non-Cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | 75,000 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B common stock | $ 25,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | Jan. 22, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation VPC Impact Acquisition Holdings III, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of January 22, 2021, the Company had not commenced any operations. All activity for the period from January 14, 2021 (inception) through January 22, 2021 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 22,500,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 25,875,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 4,716,667 warrants (or 5,166,667 warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”) that will close simultaneously with the Proposed Public Offering (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 2a-7 The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation will provide 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 Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | Jan. 22, 2021 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at January 22, 2021 were reduced for the effect of an aggregate of 843,750 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). At January 22, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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. Deferred tax assets were deemed to be de minimis as of January 22, 2021. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of January 22, 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. The provision for income taxes was deemed to be de minimis for the period from January 14, 2021 (inception) through January 22, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Proposed Public Offering
Proposed Public Offering | Jan. 22, 2021 |
Proposed Public Offering [Abstract] | |
Proposed Public Offering | Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company will offer for sale 22,500,000 units (or 25,875,000 Units if the underwriters’ over-allotment option is exercised in full at a price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock, and one-fourth |
Related Party Transactions
Related Party Transactions | Jan. 22, 2021 |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares include an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants The Sponsor has agreed to purchase an aggregate of 4,716,667 Private Placement Warrants (or 5,166,667 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant ($7,075,000 in the aggregate, or $7,750,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant will be exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Promissory Note—Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of January 22, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company will enter into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. |
Commitments and Contingencies
Commitments and Contingencies | Jan. 22, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to an underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate (or $5,175,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per Unit, or $7,875,000 in the aggregate (or $9,056,250 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Stockholders' equity
Stockholders' equity | Jan. 22, 2021 |
Equity [Abstract] | |
Stockholders' equity | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock , 2021 there were 6,468,750 shares of Class B common stock issued and outstanding, of which an aggregate of up to 843,750 shares are subject to forfeiture, to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one Warrants The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the 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 Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, 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 have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading third The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading three 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. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 their affiliates, without taking into account any Founder 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 the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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 10.00 The Private Placement Warrants will be 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 |
Subsequent Events
Subsequent Events | Jan. 22, 2021 |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 29, 2021, the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to director nominees of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | Jan. 22, 2021 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at January 22, 2021 were reduced for the effect of an aggregate of 843,750 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). At January 22, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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. Deferred tax assets were deemed to be de minimis as of January 22, 2021. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the interest and penalties as of January 22, 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. The provision for income taxes was deemed to be de minimis for the period from January 14, 2021 (inception) through January 22, 2021. |
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 ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) | Jan. 22, 2021USD ($)$ / sharesshares |
Percentage Of Assets Held in Trust Account | 80.00% |
Percent Of Shares Restricted For Redemption | 15.00% |
Minimum Net Tangible Assets Required For Business Combination | $ | $ 5,000,001 |
Percent of Shares Redeemable | 100.00% |
Interest On Dissolution Expenses | $ | $ 100,000 |
Common stock par value per share | $ 0.0001 |
Period to complete business combination from closing of initial public offering | 24 months |
Trust Account member [Member] | |
Share Price | $ 10 |
Minimum [Member] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Share Price | $ 10 |
Minimum [Member] | Trust Account member [Member] | |
Share Price | $ 10 |
Private Placement Warrants [Member] | Sponsor [Member] | |
Number of warrants issued | shares | 4,716,667 |
Number of warrants issued, price per share | $ 1.50 |
Proposed Public Offering [Member] | |
Number of units issued | $ | $ 22,500,000 |
Shares issued, price per share | $ 10 |
Proposed Public Offering Including Over Allotment Option [Member] | |
Number of units issued | $ | $ 25,875,000 |
Private Placement Includes Over Allotment Option [Member] | Sponsor [Member] | |
Number of warrants issued | shares | 5,166,667 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Jan. 22, 2021USD ($)shares | Jan. 22, 2021USD ($)shares |
Unrecognized Tax Benefits | $ | $ 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ | $ 0 | $ 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 0 | |
Founder Shares [Member] | Class B [Member] | ||
Common stock share subject to forfeiture | shares | 843,750 | 843,750 |
Proposed Public Offering - Addi
Proposed Public Offering - Additional Information (Detail) | Jan. 22, 2021USD ($)$ / sharesshares |
Public Warrants [Member] | |
Proposed Public Offering [Line Items] | |
Number of securities called by each warrant or right | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Proposed Public Offering [Member] | |
Proposed Public Offering [Line Items] | |
Number of units issued | $ | $ 22,500,000 |
Shares issued, price per share | $ / shares | $ 10 |
Proposed Public Offering Including Over Allotment Option [Member] | |
Proposed Public Offering [Line Items] | |
Number of units issued | $ | $ 25,875,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 22, 2021 | Jan. 22, 2021 | Jan. 19, 2021 | Jan. 14, 2021 | |
Related Party Transaction [Line Items] | |||||
Stock shares issued during the period value for services rendered | [1] | $ 25,000 | |||
Number of trading days for determining the share price | 30 days | ||||
Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share Price | $ 10 | $ 10 | |||
Sponsor [Member] | Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital loan convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Debt instrument conversion price | $ 1.50 | $ 1.50 | |||
Working capital loans outstanding | $ 0 | $ 0 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expenses | $ 10,000 | ||||
Sponsor [Member] | Related Party Loan [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory Note face amount | $ 300,000 | ||||
Debt instrument maturity date | Dec. 31, 2021 | ||||
Promissory note outstanding | $ 0 | $ 0 | |||
Founder Shares [Member] | Lock In Period One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period after business combination founder shares | 1 year | ||||
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period after business combination founder shares | 150 days | ||||
Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common Stock, Shares, Outstanding | 0 | 0 | |||
Class A [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of common stock shares outstanding | 20.00% | 20.00% | |||
Number of consecutive trading days for determining the share price | 20 days | ||||
Number of trading days for determining the share price | 30 days | ||||
Class A [Member] | Founder Shares [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share Price | $ 12 | $ 12 | |||
Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common Stock, Shares, Outstanding | 6,468,750 | 6,468,750 | |||
Class B [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock shares issued during the period shares for services rendered | 6,468,750 | ||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||
Common Stock, Shares, Outstanding | 6,408,750 | 6,408,750 | |||
Common stock share subject to forfeiture | 843,750 | 843,750 | |||
Percentage of common stock shares outstanding | 20.00% | 20.00% | |||
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares transferred to related party | 60,000 | 60,000 | |||
Private Placement Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Private Placement Warrants [Member] | Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants issued | 7,075,000 | ||||
Private Placement Warrants [Member] | Private Placement Includes Over Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants issued | 7,750,000 | ||||
Private Placement Warrants [Member] | Sponsor [Member] | Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants issued | 4,716,667 | ||||
Number of warrants issued, price per share | $ 1.50 | $ 1.50 | |||
Private Placement Warrants [Member] | Sponsor [Member] | Private Placement Includes Over Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants issued | 5,166,667 | ||||
[1] | Includes up to 843,750 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] | Jan. 22, 2021USD ($)$ / sharesshares |
Commitments And Contingencies [Line Items] | |
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days |
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,375,000 |
Underwriting discount per unit | $ / shares | $ 0.20 |
Deferred underwriting commission payable per unit | $ / shares | $ 0.35 |
Proposed Public Offering [Member] | |
Commitments And Contingencies [Line Items] | |
Underwriting discount payable | $ 4,500,000 |
Deferred underwriting commission payable non current | 7,875,000 |
Proposed Public Offering Including Over Allotment Option [Member] | |
Commitments And Contingencies [Line Items] | |
Underwriting discount payable | 5,175,000 |
Deferred underwriting commission payable non current | $ 9,056,250 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jan. 22, 2021$ / sharesshares | Jan. 22, 2021$ / sharesshares |
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred stock shares authorized | shares | 1,000,000 | 1,000,000 |
Preferred Stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | shares | 0 | 0 |
Preferred Stock, Shares Outstanding | shares | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Number of trading days for determining the share price | 30 days | |
Sale of stock issue price per share | 9.20 | $ 9.20 |
Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Share Price | 10 | 10 |
Triggering Share Price One [Member] | Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Share Price | 18 | $ 18 |
Number of consecutive trading days for determining the share price | 20 days | |
Number of days of notice to be given for the redemption of warrants | 30 days | |
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |
Triggering Share Price One [Member] | Warrant Redemption Price One [Member] | Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights redemption price | 0.01 | $ 0.01 |
Triggering Share Price Two [Member] | Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Share Price | 10 | $ 10 |
Number of consecutive trading days for determining the share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Number of days of notice to be given for the redemption of warrants | 30 days | |
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | |
Triggering Share Price Two [Member] | Warrant Redemption Price Two [Member] | Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights redemption price | $ 0.10 | $ 0.10 |
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights term | 5 years | 5 years |
Exercise price of warrants | $ 11.50 | $ 11.50 |
Event Trigerring The Value Of Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Share Price | $ 9.20 | $ 9.20 |
Number of consecutive trading days for determining the share price | 20 days | |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% | |
Event Trigerring The Value Of Warrants [Member] | Market Value [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Redemption price of warrants in percentage | 115.00% | 115.00% |
Redemption price of common stock percentage | 180.00% | 180.00% |
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Redemption price of warrants in percentage | 115.00% | 115.00% |
Redemption price of common stock percentage | 180.00% | 180.00% |
Warrant Excercise Period One [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 30 days | |
Warrant Excercise Period Two [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights number of days from the closure of business combination within which excersing can be done | 12 months | |
Class A [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 |
Common stock description of voting rights | one | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | shares | 0 | 0 |
Common Stock, Shares, Outstanding | shares | 0 | 0 |
Temporary equity shares outstanding | shares | 200,000,000 | 200,000,000 |
Class A [Member] | Founder Shares [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage of common stock shares outstanding | 20.00% | 20.00% |
Number of consecutive trading days for determining the share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Class A [Member] | Founder Shares [Member] | Minimum [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Share Price | $ 12 | $ 12 |
Class B [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares Authorized | shares | 20,000,000 | 20,000,000 |
Common stock description of voting rights | one | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | shares | 6,468,750 | 6,468,750 |
Common Stock, Shares, Outstanding | shares | 6,468,750 | 6,468,750 |
Class B [Member] | Founder Shares [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares, Outstanding | shares | 6,408,750 | 6,408,750 |
Percentage of common stock shares outstanding | 20.00% | 20.00% |
Common stock share subject to forfeiture | shares | 843,750 | 843,750 |
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Class of warrants or rights lock in period | 30 days |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Class B [Member] | Jan. 22, 2021shares | Jan. 22, 2021shares |
Subsequent Event [Line Items] | ||
Common Stock, Shares, Outstanding | 6,468,750 | 6,468,750 |
Founder Shares [Member] | ||
Subsequent Event [Line Items] | ||
Common Stock, Shares, Outstanding | 6,408,750 | 6,408,750 |
Board Of Directors [Member] | Founder Shares [Member] | ||
Subsequent Event [Line Items] | ||
Shares transferred to related party | 60,000 | 60,000 |