Cover Page
Cover Page | May 28, 2021 |
Document Information [Line Items] | |
Document Type | 8-K/A |
Amendment Flag | true |
Document Period End Date | May 28, 2021 |
Entity Registrant Name | Dynamics Special Purpose Corp. |
Entity Central Index Key | 0001854270 |
Entity File Number | 001-40440 |
Entity Tax Identification Number | 86-2437900 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2875 El Camino Real |
Entity Address, City or Town | Redwood City |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94061 |
City Area Code | 408 |
Local Phone Number | 212-0200 |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Trading Symbol | DYNS |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Amendment Description | Dynamics Special Purpose Corp. (the “Company”) is filing this Form 8-K/A (this “Amendment”) to amend its audited Balance Sheet included in Form 8-K, originally filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2021 (the “Original Form 8-K”) on account of the restatement of the Company’s financial statement and related footnote disclosures as of May 28, 2021. |
Condensed Balance Sheet
Condensed Balance Sheet | May 28, 2021USD ($) |
Current assets: | |
Cash | $ 2,379,201 |
Prepaid expenses | 38,969 |
Total current assets | 2,418,170 |
Cash held in Trust Account | 230,000,000 |
TOTAL ASSETS | 232,418,170 |
Current liabilities: | |
Accounts payable | 3,286 |
Accrued expenses | 1,912 |
Accrued offering costs | 364,911 |
Due to related party | 358 |
Total current liabilities | 370,467 |
Deferred underwriting fee payable | 8,050,000 |
Total Liabilities | 8,420,467 |
Commitments and Contingencies (see Note 7) | |
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value | 230,000,000 |
Stockholders' Equity (Deficit) | |
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (6,002,944) |
Total Stockholders' Deficit | (6,002,297) |
Total Liabilities and Stockholders' Deficit | 232,418,170 |
Common Class A [Member] | |
Current liabilities: | |
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value | 230,000,000 |
Stockholders' Equity (Deficit) | |
Common Stock, Value | 72 |
Common Class B [Member] | |
Stockholders' Equity (Deficit) | |
Common Stock, Value | $ 575 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | May 28, 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 Class A [Member] | |
Shares subject to possible redemption | 23,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 23,715,500 |
Common stock, shares outstanding | 715,500 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 3 Months Ended |
May 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Dynamics Special Purpose Corp. (the “Company”) is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or As of May 28, 2021, the Company had not yet commenced any operations. All activity for the period from March 1, 2021 (inception) through May 28, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on May 25, 2021. On May 28, 2021, the Company consummated the Initial Public Offering of 23,000,000 shares of Class A common stock (the “Public Shares”), including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Public Share, generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,500 shares of Class A common stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Dynamics Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,155,000, which is described in Note 5. Transaction costs amounted to $13,173,461 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $523,461 of other offering costs. Following the closing of the Initial Public Offering on May 28, 2021, an amount of $230,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government securities with maturities of 185 days or less or in money market funds 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 Shares, 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding 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”). The Company will provide its 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. 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, subject to applicable law and stock exchange listing requirements. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 6) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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% of the Public Shares without the Company’s prior written consent. The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial The Company will have until May 28, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten per-share The underwriter has agreed to In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (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 prospective target business who 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 underwriter 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 (other than the Company’s independent registered 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 Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
May 28, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of May 28, 2021: May 28, 2021 As Previously Reported Adjustments As Restated Balance Sheet (audited) Class A common stock subject to possible redemption $ 218,997,700 $ 11,002,300 $ 230,000,000 Class A common stock $ 110 $ (38 ) $ 72 Additional paid-in capital $ 5,008,154 $ (5,008,154 ) $ — Accumulated deficit $ (8,836 ) $ (5,994,108 ) $ (6,002,944 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (11,002,300 ) $ (6,002,297 ) Shares of Class A common stock subject to possible redemption 21,899,770 1,100,230 23,000,000 Shares of Class A common stock 1,100,230 (384,730 ) 715,500 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 28, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 a 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 financial statement 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 statement. 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 statement, 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of May 28, 2021. Cash Held in Trust Account As of May 28, 2021, the Company had $230,000,000 in cash held in the Trust Account. Class A Common Stock Subject to Possible Redemption All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,157,652 ) Plus: Accretion of carrying value to redemption value 13,157,652 Class A common stock subject to possible redemption $ 230,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
May 28, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 shares of Class A common stock, including 3,000,000 shares of Class A common stock that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a purchase price of $10.00 per Public Share, generating gross proceeds of $230,000,000. |
Private Placement
Private Placement | 3 Months Ended |
May 28, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,500 Private Placement Shares at $10.00 per Private Placement Share, generating gross proceeds of $7,155,000. A portion of the proceeds from the sale of the Private Placement Shares has been added to the net 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 proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
May 28, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor was issued 5,750,000 shares (the “Founder Shares”) of Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted Promissory Note—Related Party On March 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was 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 held in 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 is not completed, the Company may use a portion of the 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. Up to $2,000,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. The share would be identical to the Private Placement Shares. Administrative Support Agreement The Company entered into an agreement, commencing on May 25, 2021, to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. As of May 28, 2021, the Company had not paid any amounts to the Sponsor under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on May 25, 2021, holders of the Founder Shares, Private Placement Shares and any Class A common stock issuable upon conversion of the Working Capital Loans will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $8,050,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 28, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock Class A common stock Class B common stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, including any vote in connection with an initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one as-converted |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 28, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 a 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 financial statement 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 statement. 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 statement, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of May 28, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account As of May 28, 2021, the Company had $230,000,000 in cash held in the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,157,652 ) Plus: Accretion of carrying value to redemption value 13,157,652 Class A common stock subject to possible redemption $ 230,000,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes 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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 FASB ASC Topic 820, Fair Value Measurement |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
May 28, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of the Effect of Revision on Financial Statement | The following tables summarize the effect of the restatement on each financial statement line item as of May 28, 2021: May 28, 2021 As Previously Reported Adjustments As Restated Balance Sheet (audited) Class A common stock subject to possible redemption $ 218,997,700 $ 11,002,300 $ 230,000,000 Class A common stock $ 110 $ (38 ) $ 72 Additional paid-in capital $ 5,008,154 $ (5,008,154 ) $ — Accumulated deficit $ (8,836 ) $ (5,994,108 ) $ (6,002,944 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (11,002,300 ) $ (6,002,297 ) Shares of Class A common stock subject to possible redemption 21,899,770 1,100,230 23,000,000 Shares of Class A common stock 1,100,230 (384,730 ) 715,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
May 28, 2021 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Condensed Balance Sheet | As of May 28, 2021, the Class A common stock subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Issuance costs allocated to Class A common stock (13,157,652 ) Plus: Accretion of carrying value to redemption value 13,157,652 Class A common stock subject to possible redemption $ 230,000,000 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Details) | May 28, 2021USD ($)$ / sharesshares | May 28, 2021USD ($)$ / sharesshares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
State of incorporation | DE | |
Date of incorporation | Mar. 1, 2021 | |
Payment to acquire restricted investments | $ 230,000,000 | |
Cash deposited in Trust Account per share | $ / shares | $ 10 | |
Term of restricted investments | 185 days | |
Per share amount due for redemption | $ / shares | $ 10 | $ 10 |
Minimum netwoth needed to effect business combination | $ 5,000,001 | $ 5,000,001 |
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | 15.00% |
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% |
Period to complete business combination from closing of initial public offering | 24 months | |
Period to redeem public shares if business combination is not completed within initial combination period | 10 days | |
Expenses payable on dissolution | shares | 100,000 | |
Actual amount per share to be maintained in the trust account | $ / shares | $ 10 | $ 10 |
Total transaction costs incurred in connection with initial public offering | $ 13,173,461 | |
Underwriting fee | 4,600,000 | $ 4,600,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Other Offering Costs | $ 523,461 | $ 523,461 |
Minimum [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of operating businesses included in initial Business Combination | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | 80.00% |
Equity method investment ownership percentage | 50.00% | 50.00% |
Common Class A [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Price per share sold | $ / shares | $ 10 | $ 10 |
Gross proceeds from initial public offering | $ 230,000,000 | |
Common Class A [Member] | IPO [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period | shares | shares | 23,000,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period | shares | shares | 3,000,000 | |
Common Class A [Member] | Private Placement [Member] | Sponsor [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period | shares | shares | 715,500 | |
Price per share sold | $ / shares | $ 10 | $ 10 |
Gross proceeds from private placement | $ 7,155,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summarry of the Effect of Revision on Financial Statement (Details) | May 28, 2021USD ($)shares |
Balance Sheet (unaudited) | |
Class A common stock subject to possible redemption | $ 230,000,000 |
Additional paid-in capital | 0 |
Accumulated deficit | (6,002,944) |
Total stockholders' equity (deficit) | (6,002,297) |
Common Class A [Member] | |
Balance Sheet (unaudited) | |
Class A common stock subject to possible redemption | 230,000,000 |
Class A common stock | $ 72 |
Shares of Class A common stock subject to possible redemption | shares | 23,000,000 |
Shares of Class A common stock | shares | 715,500 |
As Previously Reported [Member] | |
Balance Sheet (unaudited) | |
Additional paid-in capital | $ 5,008,154 |
Accumulated deficit | (8,836) |
Total stockholders' equity (deficit) | 5,000,003 |
As Previously Reported [Member] | Common Class A [Member] | |
Balance Sheet (unaudited) | |
Class A common stock subject to possible redemption | 218,997,700 |
Class A common stock | $ 110 |
Shares of Class A common stock subject to possible redemption | shares | 21,899,770 |
Shares of Class A common stock | shares | 1,100,230 |
Adjustments [Member] | |
Balance Sheet (unaudited) | |
Additional paid-in capital | $ (5,008,154) |
Accumulated deficit | (5,994,108) |
Total stockholders' equity (deficit) | (11,002,300) |
Adjustments [Member] | Common Class A [Member] | |
Balance Sheet (unaudited) | |
Class A common stock subject to possible redemption | 11,002,300 |
Class A common stock | $ (38) |
Shares of Class A common stock subject to possible redemption | shares | 1,100,230 |
Shares of Class A common stock | shares | (384,730) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Details) | May 28, 2021USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Minimum netwoth needed to redeem public shares | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | May 28, 2021USD ($) | May 28, 2021USD ($) |
Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits income tax penalties and interest accrued | 0 | 0 |
Underwriting fee | 4,600,000 | 4,600,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Other Offering Costs | 523,461 | 523,461 |
Share issued with Liquidation Preference | 23,000,000 | 23,000,000 |
Cash held in Trust Account | 230,000,000 | $ 230,000,000 |
Offering costs charged to permanent equity | 13,173,461 | |
Payment of offering costs | $ 13,173,461 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Condensed Balance Sheet (Details) | May 28, 2021USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Gross proceeds | $ 230,000,000 |
Issuance costs allocated to Class A common stock | (13,157,652) |
Accretion of carrying value to redemption value | 13,157,652 |
Class A common stock subject to possible redemption | $ 230,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - Common Class A [Member] | May 28, 2021USD ($)$ / sharesshares |
Price per share sold | $ / shares | $ 10 |
Gross proceeds from initial public offering | $ | $ 230,000,000 |
IPO [Member] | |
Stock shares issued during the period | shares | 23,000,000 |
Over-Allotment Option [Member] | |
Stock shares issued during the period | shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement [Member] - Sponsor [Member] - Common Class A [Member] | May 28, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |
Stock shares issued during the period | shares | shares | 715,500 |
Price per share sold | $ / shares | $ / shares | $ 10 |
Gross proceeds from private placement | $ | $ 7,155,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | May 26, 2021 | Mar. 08, 2021 | May 28, 2021 |
Founder Share [Member] | |||
Related Party Transaction [Line Items] | |||
Temporary Equity, Shares Outstanding | 750,000 | ||
Common Class B [Member] | Founder Share [Member] | |||
Related Party Transaction [Line Items] | |||
Temporary Equity, Shares Outstanding | 750,000 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument face value | $ 300,000 | ||
Repayment of promissory note to related party | $ 250,000 | ||
Sponsor [Member] | Working capital loans [Member] | |||
Related Party Transaction [Line Items] | |||
Working capital loans convertible into equity value | $ 2,000,000 | ||
Debt instrument conversion price per share | $ 10 | ||
Sponsor [Member] | Administrative Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount payable per month for office space administration and support services | $ 10,000 | ||
Sponsor [Member] | Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period shares for services | 5,750,000 | ||
Stock issued during the period value for services | $ 25,000 | ||
Percentage of the common stock issued and outstanding | 20.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | May 28, 2021USD ($)$ / sharesshares | May 28, 2021USD ($)$ / sharesshares |
Other Commitments [Line Items] | ||
Payment of underwriter discount | $ 13,173,461 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Overallotment Option Vesting Period | 45 days | |
Common stock shares subscribed but not issued | shares | 3,000,000 | 3,000,000 |
Underwriter discount per unit | $ / shares | $ 0.20 | |
Payment of underwriter discount | $ 4,600,000 | |
Deferred underwriting fee payable per unit | $ / shares | $ 0.35 | $ 0.35 |
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Other Commitments [Line Items] | ||
Stock shares issued during the period new issues | shares | 3,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended |
May 28, 2021$ / sharesshares | |
Subsidiary or Equity Method Investee [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 |
Common stock conversion basis percentage | 20.00% |
Common Class A [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Common stock shares authorized | 100,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common Stock, Voting Rights | one vote |
Common stock shares issued | 23,715,500 |
Common stock shares outstanding | 715,500 |
Shares subject to possible redemption | 23,000,000 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Common stock shares issued | 23,715,500 |
Common stock shares outstanding | 23,715,500 |
Common Class B [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Common stock shares authorized | 10,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common Stock, Voting Rights | one vote |
Common stock shares issued | 5,750,000 |
Common stock shares outstanding | 5,750,000 |