Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LOKM | |
Entity Registrant Name | Live Oak Mobility Acquisition Corp. | |
Entity Central Index Key | 0001841585 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A common stock included as part of the units | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40141 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1492871 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 4921 William Arnold Road | |
Entity Address, City or Town | Memphis | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 38117 | |
City Area Code | 901 | |
Local Phone Number | 685-2865 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | LOKM.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | LOKM WS | |
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,300,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,325,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) |
Current assets: | |
Cash and cash equivalents | $ 2,025,607 |
Prepaid expenses | 575,136 |
Total current assets | 2,600,743 |
Investments held in Trust Account | 253,001,872 |
Total Assets | 255,602,615 |
Current liabilities: | |
Accounts payable | 253,684 |
Accrued expenses | 93,463 |
Franchise tax payable | 41,146 |
Total current liabilities | 388,293 |
Deferred legal fees | 150,000 |
Derivative warrant liabilities | 16,032,200 |
Deferred underwriting commissions | 7,988,750 |
Total Liabilities | 24,559,243 |
Commitments and Contingencies | |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 7,156,815 |
Accumulated deficit | (2,157,716) |
Total stockholders' equity | 5,000,002 |
Total Liabilities and Stockholders' Equity | 255,602,615 |
Common Class A [Member] | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 22,604,337 shares subject to possible redemption at $10.00 per share | 226,043,370 |
Stockholders' Equity: | |
Common Stock, Value | 270 |
Total stockholders' equity | 270 |
Common Class B [Member] | |
Stockholders' Equity: | |
Common Stock, Value | 633 |
Total stockholders' equity | $ 633 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity, par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity shares outstanding | 22,604,337 |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 250,000,000 |
Common stock shares issued | 2,695,663 |
Common stock shares outstanding | 2,695,663 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 20,000,000 |
Common stock shares issued | 6,325,000 |
Common stock shares outstanding | 6,325,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 268,122 |
General and administrative expenses—related party | 15,000 |
Franchise tax expenses | 41,146 |
Loss from operations | (324,268) |
Change in fair value of derivative warrant liabilities | 351,800 |
Offering costs allocated to derivative warrant liabilities | (387,350) |
Loss on issuance of private placement warrants | (1,800,000) |
Interest income from investments held in Trust Account | 1,872 |
Interest income from operating account | 230 |
Earnings before income taxes | (2,157,716) |
Income tax benefit | |
Net loss | $ (2,157,716) |
Common Class A [Member] | |
Weighted average shares outstanding | shares | 25,300,000 |
Basic and diluted net income (loss) per share | $ / shares | $ 0 |
Common Class B [Member] | |
Weighted average shares outstanding | shares | 5,803,947 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.37) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Jan. 14, 2021 | |||||
Beginning Balance, Shares at Jan. 14, 2021 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 633 | 24,367 | ||
Issuance of Class B common stock to Sponsor, Shares | 6,325,000 | ||||
Sale of shares in initial public offering, less allocation to derivative warrant liabilities | 245,916,000 | $ 2,530 | 245,913,470 | ||
Sale of shares in initial public offering, less allocation to derivative warrant liabilities, Shares | 25,300,000 | ||||
Offering costs | (12,739,912) | (12,739,912) | |||
Class A common stock subject to possible redemption | (226,043,370) | $ (2,260) | (226,041,110) | ||
Class A common stock subject to possible redemption, Shares | (22,604,337) | ||||
Net loss | (2,157,716) | (2,157,716) | |||
Ending Balance at Mar. 31, 2021 | $ 5,000,002 | $ 270 | $ 633 | $ 7,156,815 | $ (2,157,716) |
Ending Balance, Shares at Mar. 31, 2021 | 2,695,663 | 6,325,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,157,716) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (351,800) |
Financing costs—derivative warrant liabilities | 387,350 |
Loss on issuance of private placement warrants | 1,800,000 |
Interest income from investments held in Trust Account | (1,872) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (575,136) |
Accounts payable | 232,384 |
Accrued expenses | 8,464 |
Franchise tax payable | 41,146 |
Net cash used in operating activities | (617,180) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (253,000,000) |
Net cash used in investing activities | (253,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 24,999 |
Proceeds from note payable to related party | 45,000 |
Repayment of note payable to related party | (45,000) |
Proceeds received from initial public offering | 253,000,000 |
Proceeds received from private placement warrants | 7,500,000 |
Offering costs paid | (4,882,212) |
Net cash provided by financing activities | 255,642,787 |
Net increase in cash and cash equivalents | 2,025,607 |
Cash and cash equivalents—beginning of the period | |
Cash and cash equivalents—end of the period | 2,025,607 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 21,300 |
Offering costs included in accrued expenses | 85,000 |
Deferred legal fees | 150,000 |
Deferred underwriting commissions | 7,988,750 |
Initial value of Class A common stock subject to possible redemption | 225,985,540 |
Change in value of Class A common stock subject to possible redemption | $ 57,830 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Live Oak Mobility Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 15, 2021, 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Live Oak Mobility Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated its Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,300,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $253.0 million, and incurring offering costs of approximately $13.1 million, of which approximately $8.0 million and $150,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million (Note 4). Upon the closing of the Initial Public Offering, including the full exercise of the over-allotment option by the underwriters, and the Private Placement, $253.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“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 treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the 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 (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-business combination 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. The Company will provide the holders of the Public Shares (the “Public Stockholders”) 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. per-share The Amended and Restated Certificate of Incorporation 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 Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation 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 Initial Public Offering, or March 4, 2023 (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 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 Initial 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 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 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 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) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial 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. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $2.0 million in cash and cash equivalents and working capital of approximately $2.3 million (not taking into account tax obligations of approximately $41,000 that may be paid using investment income earned in the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $45,000 under the Note (as defined in Note 4). The Company repaid the Note in full on March 4, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account 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 Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 4, 2021 included in its Current Report on Form 8-K, filed March 10, 2021. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to FASB ASC Topic 250, Accounting Changes and Error Corrections million in additional paid-in capital; and an increase of approximately $2.2 million in accumulated deficit. 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 The preparation of the unaudited condensed financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has approximately $2.0 million of cash equivalents in its operating accounts as of March 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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” approximates the carrying amounts represented in the balance sheet, due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred, presented as non-operating Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 5,060,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust s re-measurement The fair value of the Public Warrants issued in connection with the Public Offering has been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Private Placement Warrants has been estimated using a Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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 occurrence of uncertain future events. Accordingly, as of March 31, 2021, 22,604,337 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the unaudited condensed balance sheet. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 10,060,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock for the period from January 15, 2021 (inception) through March 31, 2021 is calculated by dividing the income investments held in the Trust Account of approximately net of applicable franchise taxes of approximately for the period from January 15, 2021 (inception) through March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the period. Net income per share, basic and diluted for Class B common stock for the period from January 15, 2021 (inception) through March 31, 2021 is calculated by dividing net income, less amounts attributed to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. 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 financial statement 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. 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. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 4, 2021, the Company consummated its Initial Public Offering of 25,300,000 Units, including 3,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $253.0 million, and incurring offering costs of approximately $13.1 million, of which approximately $8.0 million and $150,000 was for deferred underwriting commissions and deferred legal fees, respectively. Of the 25,300,000 Units sold, 2,475,000 Units were purchased by certain investors identified by the Sponsor (the “Affiliated Units”). Each Unit consists of one share of Class A common stock and one-fifth |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 15, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On March 1, 2021, the Company effected a stock dividend with respect to its Class B common stock of 575,000 shares thereof, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Initial Stockholders agreed to forfeit up to 825,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on March 4, 2021; thus, these 825,000 Founder Shares were no longer subject to forfeiture. The Initial Stockholders agreed, 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 (B) subsequent to the initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On January 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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 lenders’ discretion, up to $1.5 million 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 March 31, 2021, the Company had no borrowings under the Working Capital Loans. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. Each whole Private Placement Warrant is 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 was added to the proceeds from the Initial Public Offering 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. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. The Company incurred approximately $15,000 in general and administrative expenses, which was recognized in the accompanying unaudited condensed statement of operations for the period from January 15, 2021 (inception) through March 31, 2021. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of 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) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had 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 underwriters a 45-day Except for the Affiliated Units as described below, the underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $8.0 million in the aggregate. 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. The underwriters agreed that they would not receive any underwriting discounts or commissions on the Affiliated Units. As a result, the underwriters did not receive $495,000 of the 2% upfront underwriting discount and $866,250 of the 3.5% deferred underwriting discount, in each case attributable to the Affiliated Units. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer an aggregate of $150,000 of their fees until the completion of the initial Business Combination. As of March 31 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders’ Equity Preferred Stock— Class A Common Stock— Class B Common Stock As of March 31, 2021 there were Class B common stock outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one as-converted one-for-one |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 7—Warrants As of March 31, 2021, the Company had 5,060,000 Public Warrants and the 5,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of 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. 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. 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, 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 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 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” 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 under “Redemption of warrants for cash when the price per share of Class A common Stock equals or exceeds $10.00” 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 Redemption of warrants for cash 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 (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (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 The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for cash 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 for cash: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • 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 • if the closing price of Class A common stock for any 20 trading days within a 30-trading The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of 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 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 253,001,872 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 6,932,200 Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,100,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the period from January 15, 2021 (inception) through March 31, 2021. Level 1 assets include investments money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Private Placement Warrants has been estimated using a Black-Scholes option pricing model. The estimated fair value of the Public Warrants and of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a binomial lattice model or Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 4 March 31, 2021 Exercise price $11.50 $11.50 Stock price $9.84 $9.71 Volatility 25% - 30% 25% - 30% Term 5.5 5.5 Risk-free rate 0.90% 1.00% The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 15, 2021 (inception) $ — Issuance of Public and Private Warrants 14,584,000 Loss on issuance of Private Placement Warrants 1,800,000 Change in fair value of derivative warrant liabilities (351,800 ) Derivative warrant liabilities at March 31, 2021 $ 16,032,200 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as disclosed in Note 2, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 4, 2021 included in its Current Report on Form 8-K, filed March 10, 2021. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to FASB ASC Topic 250, Accounting Changes and Error Corrections million in additional paid-in capital; and an increase of approximately $2.2 million in accumulated deficit. |
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 the unaudited condensed financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has approximately $2.0 million of cash equivalents in its operating accounts as of March 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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” approximates the carrying amounts represented in the balance sheet, due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred, presented as non-operating |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 5,060,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust s re-measurement The fair value of the Public Warrants issued in connection with the Public Offering has been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Private Placement Warrants has been estimated using a Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Shares Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as a liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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 occurrence of uncertain future events. Accordingly, as of March 31, 2021, 22,604,337 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the unaudited condensed balance sheet. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 10,060,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock for the period from January 15, 2021 (inception) through March 31, 2021 is calculated by dividing the income investments held in the Trust Account of approximately net of applicable franchise taxes of approximately for the period from January 15, 2021 (inception) through March 31, 2021, by the weighted average number of shares of Class A common stock outstanding for the period. Net income per share, basic and diluted for Class B common stock for the period from January 15, 2021 (inception) through March 31, 2021 is calculated by dividing net income, less amounts attributed to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. |
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 financial statement 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. 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. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market funds $ 253,001,872 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 6,932,200 Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,100,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 4, 2021 March 31, 2021 Exercise price $11.50 $11.50 Stock price $9.84 $9.71 Volatility 25% - 30% 25% - 30% Term 5.5 5.5 Risk-free rate 0.90% 1.00% |
Summary of Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 15, 2021 (inception) $ — Issuance of Public and Private Warrants 14,584,000 Loss on issuance of Private Placement Warrants 1,800,000 Change in fair value of derivative warrant liabilities (351,800 ) Derivative warrant liabilities at March 31, 2021 $ 16,032,200 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Jan. 15, 2021 | Mar. 31, 2021 | Jan. 14, 2021 |
Organization consolidation and presentation of financial statements [line items] | ||||
Company incorproation date of incorporation | Jan. 15, 2021 | |||
Proceeds from initial public offer | $ 253,000,000 | |||
Adjustment to additional paid in capital stock issuance costs | $ 12,739,912 | |||
Class of warrants or rights warrants issued during the period | 5,000,000 | |||
Class of warrants or rights warrants issue price per unit | $ 1.50 | |||
Proceeds from the issuance of warrants | $ 7,500,000 | |||
Payment to acquire restricted investments | $ 253,000,000 | |||
Restricted investment per share value | $ 10 | |||
Term of restricted investments | 185 days | |||
Minimum networth to effect business combination | $ 5,000,001 | |||
Percentage of the public shares eligible to be transferred without any restriction | 15.00% | |||
Percentage of the public shares to be redeemed in case business combination is not consummated | 100.00% | |||
Period within which business combination shall be completed from the date of closure of initial public offer | 24 months | |||
Number of business days within which public shares shall be redeemed | 10 days | |||
Estimated expenses payable on liquidation | $ 100,000 | |||
Minimum per share to be maintained in the trust account | $ 10 | |||
Cash and cash equivalents | $ 2,025,607 | |||
Net working capital | 2,300,000 | |||
Franchise tax payable | 41,000 | |||
Stock issued during the period for services value | $ 25,000 | |||
Minimum [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Fair market value of assets of the acquiree as a percentage of the assets in the trust account | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Private Placement Warrants [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Class of warrants or rights warrants issued during the period | 5,000,000 | |||
Class of warrants or rights warrants issue price per unit | $ 1.50 | |||
Deferred Underwriting Commission [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Deferred compensation non current | $ 8,000,000 | |||
Deferred Legal Fees [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Deferred compensation non current | $ 150,000 | |||
Common Class A [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Stock issued during the period shares | 25,300,000 | |||
Sale of stock issue price per share | $ 10 | |||
Temporary equity redemption price per share | $ 10 | |||
Common Class B [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Stock issued during the period for services value | $ 633 | |||
Founder [Member] | Common Class B [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Stock issued during the period for services value | $ 25,000 | $ 25,000 | ||
IPO [Member] | Common Class A [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Stock issued during the period shares | 25,300,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Organization consolidation and presentation of financial statements [line items] | ||||
Stock issued during the period shares | 3,300,000 | 3,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 04, 2021 | Jan. 14, 2021 | |
Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 2,025,607 | ||
Term of restricted investments | 185 days | ||
Unrecognized tax benefits | $ 0 | ||
Accured interest and penalties on unrecognized tax benefits | 0 | ||
Increase in warrant liabilities | $ 16,000,000 | ||
Increase in additional paid in capital | 2,200,000 | ||
Increase in accumulated deficit | 2,200,000 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity outstanding value | $ 226,043,370 | ||
Temporary equity shares outstanding | 22,604,337 | ||
Income from investments in trust account | $ 2,000 | ||
Taxes on investments in trust account | $ 2,000 | ||
Decrease in common stock subject to redemption | $ 16,000,000 | ||
Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share | 10,060,000 | ||
Public Warrants [Member] | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights outstanding | 5,060,000 | ||
Private Placement Warrants [Member] | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights outstanding | 5,000,000 | ||
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Cash insured with federal deposit insurance corporation | $ 250,000 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity outstanding value | $ (13,600,000) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Mar. 31, 2021 |
Disclosure of initial public offer [line items] | ||
Proceeds from initial public offer | $ 253,000,000 | |
Adjustment to additional paid in capital stock issuance costs | $ 12,739,912 | |
Class of warrants or rights exercise price | $ 11.50 | |
Public Warrants [Member] | ||
Disclosure of initial public offer [line items] | ||
Class of warrants or rights exercise price | $ 11.50 | |
Deferred Underwriting Commission [Member] | ||
Disclosure of initial public offer [line items] | ||
Deferred compensation non current | $ 8,000,000 | |
Deferred Legal Fees [Member] | ||
Disclosure of initial public offer [line items] | ||
Deferred compensation non current | $ 150,000 | |
Common Class A [Member] | ||
Disclosure of initial public offer [line items] | ||
Stock issued during the period shares | 25,300,000 | |
Sale of stock issue price per share | $ 10 | |
Affiliated Units [Member] | Common Class A [Member] | ||
Disclosure of initial public offer [line items] | ||
Stock issued during the period shares | 2,475,000 | |
IPO [Member] | Common Class A [Member] | ||
Disclosure of initial public offer [line items] | ||
Stock issued during the period shares | 25,300,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Disclosure of initial public offer [line items] | ||
Stock issued during the period shares | 3,300,000 | 3,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 04, 2021 | Jan. 15, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||
Stock issued during the period for services value | $ 25,000 | ||
Stock price | $ 9.84 | $ 9.71 | |
Proceeds from related party debt | $ 45,000 | ||
Repayment of related party debt | $ 45,000 | ||
Class of warrants or rights warrants issued during the period | 5,000,000 | ||
Class of warrants or rights warrants issue price per unit | $ 1.50 | ||
Proceeds from the issuance of warrants | $ 7,500,000 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Related party transaction administration expenses for the period | $ 15,000 | ||
Private Placement Warrants [Member] | |||
Related Party Transaction [Line Items] | |||
Class of warrants or rights warrants issued during the period | 5,000,000 | ||
Class of warrants or rights warrants issue price per unit | $ 1.50 | ||
Class of warrants or rights lock in period | 30 days | ||
Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period for services shares | 6,325,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Stock issued during the period for services value | $ 633 | ||
Common stock shares outstanding | 6,325,000 | ||
Founder [Member] | Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period for services shares | 5,750,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Stock issued during the period for services value | $ 25,000 | $ 25,000 | |
Stock shares issued during the period shares towards dividend | 575,000 | ||
Common stock shares outstanding | 6,325,000 | ||
Percentage of issued and outstanding stock | 20.00% | ||
Stock price | $ 12 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Waiting period after business combination for determining the share price | 150 days | ||
Lock in period of shares after consummation of business combination | 1 year | ||
Sponsor [Member] | Promissory Note From Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument face value | $ 300,000 | ||
Proceeds from related party debt | 45,000 | ||
Repayment of related party debt | $ 45,000 | ||
Sponsor [Member] | Working Capital Loan [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument conversion price per share | $ 1.50 | ||
Working capital loans convertible into warrants | $ 1,500,000 | ||
Working capital loan outstanding | 0 | ||
Sponsor [Member] | Administrative Services Agreement [Member] | General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction administration and support expenses payable per month | 15,000 | ||
Related party transaction administration expenses for the period | $ 15,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 04, 2021shares | Mar. 31, 2021USD ($)$ / sharesshares |
Commitments and contingencies [line items] | ||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ 7,988,750 | |
Upfront underwriting commissions payable | $ 495,000 | |
Upfront underwriting discount % | 2 | |
Deferred underwriting commissions payable | $ 866,250 | |
Deferred underwriting discount % | 3.5 | |
Deferred legal fees | $ 150,000 | |
Common Class A [Member] | ||
Commitments and contingencies [line items] | ||
Stock issued during the period shares | shares | 25,300,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Commitments and contingencies [line items] | ||
Stock issued during the period shares | shares | 3,300,000 | 3,300,000 |
IPO [Member] | ||
Commitments and contingencies [line items] | ||
Deferred underwriting commission per unit | $ / shares | $ 0.20 | |
Deferred underwriting commissions | $ 4,600,000 | |
IPO [Member] | Common Class A [Member] | ||
Commitments and contingencies [line items] | ||
Stock issued during the period shares | shares | 25,300,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | |
Preferred stock shares authorized | 1,000,000 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
IPO [Member] | |
Class of Stock [Line Items] | |
Percentage of number of shares of common stock outstanding | 20.00% |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock shares authorized | 250,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares issued | 2,695,663 |
Common stock shares outstanding | 2,695,663 |
Temporary equity shares outstanding | 22,604,337 |
Common stock, conversion basis | one-for-one basis |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock shares authorized | 20,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares issued | 6,325,000 |
Common stock shares outstanding | 6,325,000 |
Common shares no longer subject to forfeiture | 6,325,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 04, 2021 | |
Class of Warrant or Right [Line Items] | ||
Minimum lock in period for SEC registration from date of business combination | 15 days | |
Minimum lock in period to become effective after the closing of the initial business combination | 60 days | |
Class of warrants or rights exercise price | $ 11.50 | |
Number of warrants or rights outstanding | 5 years | |
Stock price | $ 9.71 | $ 9.84 |
Number of consecutive trading days for determining share price | 20 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price | $ 10 | |
Share Price Less Than Or Equals To USD $ 9.20 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price | $ 9.20 | |
Class of warrants, exercise price adjustment percentage | 115.00% | |
Share Price Less Than Or Equals To USD $ 18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price | $ 10 | |
Class of warrants, exercise price adjustment percentage | 180.00% | |
Class of warrants, redemption notice period | 30 days | |
Share Price Less Than Or Equals To USD $ 18.00 [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days for determining share price | 20 days | |
Class of warrants, redemption price per unit | $ 0.10 | |
Number of trading days for determining share price | 30 days | |
Share Price More Than Or Equals To USD $ 19.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days for determining share price | 20 days | |
Class of warrants, redemption notice period | 30 days | |
Number of trading days for determining share price | 30 days | |
Share Price More Than Or Equals To USD $ 19.00 [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price | $ 18 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights outstanding | 5,060,000 | |
Warrants exercisable term from the date of completion of business combination | 30 days | |
Warrants exercisable term from the closing of IPO | 12 months | |
Class of warrants or rights exercise price | $ 11.50 | |
Public Warrants [Member] | Share Price More Than Or Equals To USD $ 19.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price | 18 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights outstanding | 5,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Mar. 31, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Investments held in Trust Account—Money market funds | $ 253,001,872 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and rights outstanding | 6,932,200 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrants and rights outstanding | $ 9,100,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - $ / shares | Mar. 04, 2021 | Mar. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock price | $ 9.84 | $ 9.71 |
Term | 5 years 6 months | 5 years 6 months |
Risk-free rate | 0.90% | 1.00% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 30.00% | 30.00% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 25.00% | 25.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Derivative Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at January 15, 2021 (inception) | |
Loss on issuance of private placement warrants | 1,800,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Warrants | 14,584,000 |
Loss on issuance of private placement warrants | 1,800,000 |
Change in fair value of derivative warrant liabilities | (351,800) |
Derivative warrant liabilities at March 31, 2021 | $ 16,032,200 |