Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity Registrant Name | GROWTH CAPITAL ACQUISITION CORP. | |
Entity File Number | 001-39959 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2447291 | |
Entity Address, Address Line One | 405 Lexington Ave | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10174 | |
City Area Code | 212 | |
Local Phone Number | 895-3500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001498233 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --03-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | GCAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 | |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | |
Trading Symbol | GCACU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | GCACW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Assets: | ||
Cash | $ 718,500 | $ 749,737 |
Prepaid expenses | 80,532 | 114,937 |
Total current assets | 799,032 | 864,674 |
Investments held in Trust Account | 172,511,739 | 172,505,514 |
Total assets | 173,310,771 | 173,370,188 |
Liabilities and Shareholders' Equity: | ||
Accounts payable and accrued expenses | 73,550 | 73,756 |
Total current liabilities | 73,550 | 73,756 |
Warrant liabilities | 8,607,750 | 7,141,500 |
Total liabilities | 8,681,300 | 7,215,256 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption ; 15,962,947 and 16,115,493 shares at June 30, 2021 and March 31, 2021, respectively (at redemption value of $10.00 per share) | 159,629,470 | 161,154,930 |
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 1,525,445 | 0 |
Retained earnings | 3,473,997 | 4,999,458 |
Total shareholders' equity | 5,000,001 | 5,000,002 |
Total liabilities and shareholders' equity | 173,310,771 | 173,370,188 |
Class A Common Stock | ||
Shareholders' equity: | ||
Common stock | 128 | 113 |
Total shareholders' equity | 128 | 113 |
Class B Common Stock | ||
Shareholders' equity: | ||
Common stock | 431 | 431 |
Total shareholders' equity | $ 431 | $ 431 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, shares Outstanding | 15,962,947 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,287,053 | 1,134,507 |
Common stock, shares outstanding | 1,287,053 | 1,134,507 |
Class A Common Stock Subject to Possible Redemption | ||
Common stock, shares Outstanding | 15,962,947 | 16,115,493 |
Purchase price, Per share | $ 10 | $ 10 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
General and administrative expenses | $ 66,638 | $ 0 |
Loss from operations | (66,638) | 0 |
Other income (loss): | ||
Change in fair value of warrants | (1,466,250) | 0 |
Interest income - operating account | 1,202 | 0 |
Interest income - Trust Account | 6,225 | 0 |
Net loss | $ (1,525,461) | $ 0 |
Class A Common Stock Subject to Possible Redemption | ||
Other income (loss): | ||
Basic and diluted weighted average shares outstanding | 16,115,493 | 0 |
Basic and diluted net loss per share | $ 0 | $ 0 |
Class B Common Stock | ||
Other income (loss): | ||
Net loss | $ 0 | |
Basic and diluted weighted average shares outstanding | 5,447,007 | 3,750,000 |
Basic and diluted net loss per share | $ (0.28) | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 31, 2020 | $ 431 | $ 148,269 | $ (146,657) | $ 2,043 | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 4,312,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income | $ 0 | $ 0 | 0 | 0 | 0 |
Balance at the end at Jun. 30, 2020 | $ 431 | 148,269 | (146,657) | 2,043 | |
Balance at the end (in shares) at Jun. 30, 2020 | 4,312,500 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 113 | $ 431 | 4,999,458 | 5,000,002 | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 1,134,507 | 4,312,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class A common stock subject to possible redemption | $ 15 | 1,525,445 | 1,525,460 | ||
Class A common stock subject to possible redemption (in shares) | 152,546 | ||||
Net Income | (1,525,461) | (1,525,461) | |||
Balance at the end at Jun. 30, 2021 | $ 128 | $ 431 | $ 1,525,445 | $ 3,473,997 | $ 5,000,001 |
Balance at the end (in shares) at Jun. 30, 2021 | 1,287,053 | 4,312,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,525,461) | $ 0 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (6,225) | 0 |
Change in fair value warrants | 1,466,250 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 34,405 | 0 |
Accounts payable and accrued expenses | (206) | |
Net cash used in operating activities | (31,237) | 0 |
Net Change in Cash | (31,237) | 0 |
Cash - Beginning | 749,737 | 0 |
Cash - Ending | 718,500 | 0 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Change in value of Class A common stock subject to possible redemption | $ (1,525,460) | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Growth Capital Acquisition Corp. (the “Company”), a blank check company, was incorporated under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and changed its name to its current name on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The registration statements for the Company’s initial public offering (described below) were declared effective on January 29, 2021. On February 2, 2021, the Company consummated the initial public offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 4. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Company’s sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co-Chief Executive Officers, and HB Strategies LLC (“HB Strategies”), an affiliate of Hudson Bay Capital Management LP (“Hudson Bay”) generating gross proceeds of $5,175,000, which is described in Note 5. Transaction costs amounted to $4,296,946, consisting of $3,450,000 of underwriting fees, and $824,946 of other offering costs. Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, it intends to focus on industries that complement the Company’s management team’s background, and to capitalize on the ability of the Company’s management team to identify and acquire a business or businesses consistent with the experience of the Company’s management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering. As of June 30, 2021, the Company had not commenced any operations. All activity from January 4, 2010 (inception) through February 2, 2021 relates to the Company’s formation, its prior unconsummated initial public offering, and its initial public offering (the “Initial Public Offering” or “IPO”) 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected March 31 as its fiscal year end. The Trust Account Following the closing of the IPO on February 2, 2021 and the exercise of Over-allotment Units simultaneously with the closing of the Initial Public Offering, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the exercise of the Units in the IPO, the sale of the Private Placement Warrants, and the exercise of Over-allotment Units was placed in a trust account (“Trust Account”). The proceeds held in the Trust Account are substantially invested only in money market funds registered under the Investment Company Act of 1940, as amended and compliant with Rule 2a-7. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the initial Business Combination by August 2, 2022; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the initial Business Combination by August 2, 2022 (at which such time up to $100,000 of interest shall be available to the Company to pay liquidation or dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the Business Combination Marketing Fee). There is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two The Company will have until August 2, 2022 to complete a Business Combination. If the Company is unable to complete the initial Business Combination by August 2, 2022, 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 Each of the Company’s Sponsor and Nautilus has agreed that it will be severally liable to the Company, on a pro rata basis based on the number of founder shares owned by them, 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 have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, 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 share due to reductions in the value of the trust assets, less interest released to pay taxes, 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 underwriters of IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor or Nautilus to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor or Nautilus have sufficient funds to satisfy such indemnity obligations and believe that the only assets of the Sponsor and Nautilus are securities of the Company. Therefore, the Company cannot assure you that the Sponsor or Nautilus would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Sponsor, the Company’s officers and directors and certain initial stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination by August 2, 2022. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The Company may require its public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to the Company’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event the Company distributes proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that the Company will furnish to holders of its public shares in connection with the initial Business Combination will indicate whether the Company is requiring public stockholders to satisfy such delivery requirements. Liquidity and Capital Resources At June 30, 2021, the Company had cash outside the Trust Account of $718,500 and a working capital of $725,482. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. On February 2, 2021, the Company consummated its IPO (see Note 3) and Private Placement (See Note 4) and the underwriters fully exercised their Over-Allotment Option. Of the net proceeds from the IPO, exercise of the over-allotment option, and associated Private Placements, $172,500,000 of cash was placed in 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 the date the financial statements are issued. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended |
Jun. 30, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On July 19, 2021 the Company reported an incorrect amount to the Securities and Exchange Commission of its Form 10-K. The Company reported negative additional-paid in capital on its March 31, 2021 balance sheet and statement of changes in shareholders’ equity. Had the Company properly reported the information, the negative additional-paid in capital would have been reclassified to retained earnings. Total shareholders’ equity did not change. As Reported Adjustment As Adjusted Audited Balance Sheet as of March 31, 2021 Additional paid in capital $ (3,115,509) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509) $ 4,999,458 Total shareholders' equity $ 5,000,002 $ — $ 5,000,002 Audited Statement of Changes in Shareholders' Equity as of March 31, 2021 Additional paid-in capital $ (3,115,509) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509) $ 4,999,458 Total shareholders' equity $ 5,000,002 $ — $ 5,000,002 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on July 19, 2021. The interim results for the three months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending March 31, 2021 or for any future periods. Emerging Growth Company 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. 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 June 30, 2021 and 2020. Investment Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds. As of June 30, 2021, investment in the Company’s Trust Account consisted of $919 in cash and $172,510,820 in Money Market mutual funds. Money Market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. 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 of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily 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. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of June 30, 2021 and 2020, there were 13,800,000 and 0 warrants outstanding, respectively. Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement as such warrants were anti-dilutive. The warrants are exercisable to purchase 13,800,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net income per common stock, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non- redeemable Class B common stock include the Founder Shares as these common stock does not have any redemption features and do not participate in the income earned on the Trust Account. For the Three Months Ended June 30, 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461) $ — Redeemable Net Income $ (6,225) $ — Non-Redeemable Net Loss $ (1,531,686) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28) $ — Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 June 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 for the period from June 30, 2021 and June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Jun. 30, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 4 — PUBLIC OFFERING Pursuant to the IPO, the Company sold 17,250,000 at an offering price of $10.00 per Unit, which included 2,250,000 units sold upon the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants sold in the Private Placement, the “Private Placement Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60th business day after the closing of the initial Business Combination, the Company will be required to permit holders to exercise their warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants contain a tender or exchange offer that the Company’s management concluded do not qualify as an acceptable form of net cash settlement under the exception of ASC 815-40-25-8, because an event that is not within the entity’s control (tender offer) may result in a circumstance in which warrant holders would be entitled to cash while holders of the shares underlying the contract also would not receive cash (because a portion of their shares may not be subject to the tender offer). In a tender offer for less than all of the Company’s outstanding shares, the common stockholders may be restricted in the number of tendered shares that will be accepted for purchase. As such, the Company’s Public Warrants are reported as a derivative liability. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption (except 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 (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. ● If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the sale of 5,175,000 Private Placement Warrant in a private placement to the Sponsor, Nautilus Carriers LLC and HB Strategies LLC generating gross proceeds of $5,175,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Initial Business Combination is not completed by August 2, 2022, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the IPO, 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 the initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On April 30, 2010, the Company sold 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, to the Sponsor, at a purchase price of $25,000. On July 1, 2012, the Company issued 376,344 shares of the Company’s common stock to a third party as consideration for services performed. On February 24, 2020, the third party forfeited 257,649 shares of the Company’s common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding and held by the Sponsor (up to 562,500 of which were subject to forfeiture if the underwriter’s over-allotment option was not exercised in full). All share and per-share amounts for periods and dates prior to December 2019 have been retroactively restated to reflect this split. Additionally, 75,000 shares of Class B Common Stock were transferred from the Sponsor to the Company’s three independent directors prior to the closing of the IPO. On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B common stock to the Company for no consideration, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B common stock for a purchase price of $2,043 (or an aggregate purchase price of $4,086). On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding and held by the Company’s initial stockholders. On January 29, 2021, the Company effectuated a 1.2-for-1 forward stock split, resulting in an aggregate of 4,312,500 shares held by its initial stockholders (all share and per share amounts have been restated). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the initial Business Combination, (ii) the last sale 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 day period commencing at least 60 days after the initial Business Combination, or (iii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Fees Commencing on January 29, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $5,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $17,250 in expenses in connection with such services for the three months ended June 30, 2021, as reflected in the accompanying statement of operations. Notes Payable — Related Party The Company issued promissory notes to certain initial stockholders of the Company, which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the IPO. All amounts due under the promissory notes were payable on the earlier of: (i) June 30, 2021 or (ii) the date on which the Company consummated its IPO. As of June 30, 2021 and 2020, there were no amounts outstanding under the promissory notes, respectively. The promissory notes were repaid from the proceeds of the IPO. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor and certain other initial stockholders of the Company 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, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jun. 30, 2021 | |
RECURRING FAIR VALUE MEASUREMENTS | |
RECURRING FAIR VALUE MEASUREMENTS | Note 7 — RECURRING FAIR VALUE MEASUREMENTS At June 30, 2021, the Company’s warrant liability was valued at $8,607,750. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account-Money Market Mutual Funds 172,511,739 — — Liabilities Warrant Liability—Public Warrants $ 5,347,500 $ — $ — Warrant Liability—Private Warrants — — 3,260,250 $ 5,347,500 $ — $ 3,260,250 The Private Warrants were valued using a Black Scholes Option Pricing Model and were considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. The closing price of the Public Warrants was used to determin their fair value. The key inputs used in the Black Scholes Option Pricing Model for the Private Warrants were as follows: Input June 30, 2021 Risk-free interest rate 1.0 % Expected term (years) 5.36 Expected volatility 11.9 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield — % The following table sets forth a summary of the changes in the fair value of the Level 3 assets and liabilities measured at fair value for the three months ended June 30, 2021: Private Warrants Fair value as of March 31, 2021 $ 2,742,750 Change in fair value 517,500 Fair value as of June 30, 2021 $ 3,260,250 There were no transfers between |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 8 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, warrants issuable upon conversion of working capital loans (if any), and the shares of Class A common stock issuable upon exercise of or conversion of the foregoing are entitled to registration rights pursuant to certain registration rights agreements executed on January 29, 2021, requiring the Company to register such securities for resale (in the case of the initial shares, only after conversion to the Company’s Class A common stock). Certain 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 have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback” registration rights after five (5) and ( 7 ) years, respectively, after the effective date of the registration statement filed in connection with the IPO and may not exercise its demand rights on more than one occasion. In addition, if Hudson Bay acquires units in the IPO and becomes an affiliate (as defined in the Securities Act) of us following such offering, the Company has agreed to file a registration statement following such offering to register the resale of the units (including the shares of Class A common stock and warrants included in the units) purchased by Hudson Bay (or its nominee) in the IPO. Pursuant to the Company’s registration rights agreement with its initial stockholders, the Company will be liable for certain liquidated damages for failure to honor such holders’ registration rights described herein. There is no defined maximum allowed amount of potential liquidated damages in the registration rights agreement with the Company’s initial stockholders. The Company’s registration rights agreement with its initial stockholders expires upon the earlier of (i) the tenth anniversary of the date it was executed or (ii) the date as of which (A) all of the registrable securities (as defined therein) have been sold pursuant to a registration statement or (B) with respect to any holder, such holder ceasing to hold registrable securities. Business Combination Marketing Agreement The Company has engaged Maxim Group LLC, an affiliate of its Sponsor, as advisors in connection with its initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its initial Business Combination and assist it with the preparation of press releases and public filings in connection with the initial Business Combination. The Company will pay Maxim Group LLC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable) or $6,037,500. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 9 — SHAREHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021 and 2020, there were no shares of preferred stock issued or outstanding . Class A common stock issued outstanding Class B common stock issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of an initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial public offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of our initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to us). If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding. On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B Common Stock to the Company, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B Common Stock. In January 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 founder shares outstanding and held by its initial stockholders. On January 29, 2021, the Company effectuated a 1.2-for-1 forward stock split, resulting in an aggregate of 4,312,500 Class B shares held by its initial stockholders. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet up to the date the condensed financial statements were issued. The Company did not identify any subsequent events, other than as noted below, that would have required adjustment to or disclosure in the condensed financial statements. On August 5, 2021, Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), and GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of GCAC (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Cepton Technologies, Inc., a Delaware corporation (“Cepton”). Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated by the Business Combination Agreement, Merger Sub will merge with and into Cepton (the “Merger”) with Cepton continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of GCAC. Additionally, Koito Manufacturing Co., LTD., a current shareholder of Cepton, has committed to invest $50 million in Cepton's business via the purchase of 5,000,000 Private Investment in Public Equity (PIPE) offering of shares of common stock of Growth Capital at a purchase price of $10.00 per share, which is subject to the completion of, and will close simultaneously with, the business combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K, as filed with the SEC on July 19, 2021. The interim results for the three months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending March 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
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 June 30, 2021 and 2020. |
Investment Held in Trust Account | Investment Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds. As of June 30, 2021, investment in the Company’s Trust Account consisted of $919 in cash and $172,510,820 in Money Market mutual funds. Money Market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. 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 of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily 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. |
Warrant Liability | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting period. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. As of June 30, 2021 and 2020, there were 13,800,000 and 0 warrants outstanding, respectively. |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement as such warrants were anti-dilutive. The warrants are exercisable to purchase 13,800,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two-class method of income per common stock. Net income per common stock, basic and diluted, for redeemable Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class B common stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non-redeemable Class B common stock outstanding for the periods. Non- redeemable Class B common stock include the Founder Shares as these common stock does not have any redemption features and do not participate in the income earned on the Trust Account. For the Three Months Ended June 30, 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461) $ — Redeemable Net Income $ (6,225) $ — Non-Redeemable Net Loss $ (1,531,686) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28) $ — |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 June 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 for the period from June 30, 2021 and June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of revision of balance sheet | As Reported Adjustment As Adjusted Audited Balance Sheet as of March 31, 2021 Additional paid in capital $ (3,115,509) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509) $ 4,999,458 Total shareholders' equity $ 5,000,002 $ — $ 5,000,002 Audited Statement of Changes in Shareholders' Equity as of March 31, 2021 Additional paid-in capital $ (3,115,509) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509) $ 4,999,458 Total shareholders' equity $ 5,000,002 $ — $ 5,000,002 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net income per common share | For the Three Months Ended June 30, 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461) $ — Redeemable Net Income $ (6,225) $ — Non-Redeemable Net Loss $ (1,531,686) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28) $ — |
RECURRING FAIR VALUE MEASUREM_2
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
RECURRING FAIR VALUE MEASUREMENTS | |
Schedule of financial assets that are measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Assets: Investments held in Trust Account-Money Market Mutual Funds 172,511,739 — — Liabilities Warrant Liability—Public Warrants $ 5,347,500 $ — $ — Warrant Liability—Private Warrants — — 3,260,250 $ 5,347,500 $ — $ 3,260,250 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | Input June 30, 2021 Risk-free interest rate 1.0 % Expected term (years) 5.36 Expected volatility 11.9 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield — % |
Schedule of changes in the fair value of warrant liabilities | Private Warrants Fair value as of March 31, 2021 $ 2,742,750 Change in fair value 517,500 Fair value as of June 30, 2021 $ 3,260,250 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Aug. 05, 2021 | Feb. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10 | |||
Amount in operating bank | $ 718,500 | $ 749,737 | ||
Underwriting fees | 3,450,000 | |||
Transaction costs | 4,296,946 | |||
Other offering costs | 824,946 | |||
Assets held in trust | $ 172,500,000 | $ 919 | ||
Assets held in trust, Price per Unit | $ 10 | $ 10 | ||
Condition for future business combination number of businesses minimum | 1 | |||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||
Threshold business days for redemption of public shares | 10 days | |||
Threshold business days prior to the consummation of Initial Business Combination | 2 days | |||
Per Share Value Of Residual Assets Remaining Available For Distribution Which Is Held In Trust Account | $ 10 | |||
Cash | $ 718,500 | $ 749,737 | ||
Maximum net interest to pay dissolution expenses | 100,000 | |||
WorkingCapital | $ 725,482 | |||
Subsequent event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common stock | $ 50,000,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 17,250,000 | |||
Share price | $ 10 | |||
Gross proceeds | $ 172,500,000 | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 2,250,000 | |||
Share price | $ 10 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds | $ 5,175,000 | |||
Number of warrants issued | 5,175,000 | |||
Class A Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares exercisable to purchase per warrant | 1 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Exercise price of warrants | $ 11.50 | |||
Class B Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
REVISION OF PREVIOUSLY ISSUED_3
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 02, 2021 | Jun. 30, 2020 | Mar. 31, 2020 |
Warrant liabilities | $ 8,607,750 | $ 7,141,500 | |||
Total Liabilities | 8,681,300 | 7,215,256 | |||
Common stock subject to possible redemption | 159,629,470 | 161,154,930 | |||
Additional paid-in capital | 1,525,445 | 0 | |||
Accumulated deficit | 3,473,997 | 4,999,458 | |||
Total shareholders' equity | 5,000,001 | 5,000,002 | $ 2,043 | $ 2,043 | |
Class A Common Stock | |||||
Common stock | 128 | 113 | |||
Total shareholders' equity | $ 128 | $ 113 | |||
As Previously Reported | |||||
Additional paid-in capital | $ (3,115,509) | ||||
Accumulated deficit | 8,114,967 | ||||
Total shareholders' equity | 5,000,002 | ||||
As Previously Reported | Class A Common Stock | |||||
Additional paid-in capital | (3,115,509) | ||||
Adjustment | |||||
Additional paid-in capital | 3,115,509 | ||||
Accumulated deficit | (3,115,509) | ||||
Adjustment | Class A Common Stock | |||||
Additional paid-in capital | 3,115,509 | ||||
As Revised | |||||
Accumulated deficit | 4,999,458 | ||||
Total shareholders' equity | $ 5,000,002 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Feb. 02, 2021 | Jun. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Federal Depository Insurance Coverage | $ 250,000 | ||
Unrecognized Tax Benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Warrants outstanding | 13,800,000 | 0 | |
Assets held in trust | $ 919 | $ 172,500,000 | |
Money Market Mutual Funds | |||
Subsidiary, Sale of Stock [Line Items] | |||
Assets held in trust | $ 172,510,820 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants Exercisable | 13,800,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted Net Income Per Share (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: Earnings allocable to Redeemable Common Stock | ||
Interest earned on marketable securities held in trust | $ 6,225 | |
Less: interest available to be withdrawn for payment of taxes | $ (6,225) | |
Redeemable Common Stock outstanding, Basic and Diluted | 16,115,493 | |
Numerator: Net Loss less Redeemable Net Earnings | ||
Net Loss | $ (1,525,461) | |
Redeemable Net Income | (6,225) | |
Non-Redeemable Net Loss | $ (1,531,686) | |
Non-Redeemable Common Stock outstanding, Basic and Diluted | 5,447,007 | 3,750,000 |
Basic and Diluted net income per Non-Redeemable Common Share | $ (0.28) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - USD ($) | Feb. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 10 | ||
Sale of Stock, Other Offering Costs | $ 824,946 | ||
Number of warrants in a unit | 0.50 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of unit consists class A ordinary shares | 1 | ||
Number of warrants in a unit | 1 | ||
Shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 17,250,000 | ||
Share price | $ 10 | ||
Gross proceeds | $ 172,500,000 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 2,250,000 | ||
Share price | $ 10 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant Exercise Period Condition One | 30 days | ||
Warrant Exercise Period Condition Two | 12 months | ||
Period Of Time With In Which Registration Statement Is Expected To Become Effective | 60 days | ||
Maximum Period After Business Combination In Which To File Registration Statement | 15 days | ||
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement | Feb. 02, 2021USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants issued | shares | 5,175,000 |
Gross proceeds | $ | $ 5,175,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Feb. 24, 2021 | Jan. 29, 2021shares | Jan. 07, 2021shares | Aug. 14, 2020USD ($)shares | Feb. 24, 2020directorshares | Jul. 01, 2012shares | Apr. 30, 2010USD ($)$ / sharesshares | Jan. 31, 2021shares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 376,344 | |||||||||
Recapitalization conversion ratio | 0.8425 | 1.2 | ||||||||
Common stock, shares outstanding | 4,312,500 | |||||||||
Number of shares were forfeited | 257,649 | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 60 days | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||||
Nautilus Carriers LLC and HB Strategies LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 4,086 | |||||||||
HB Strategies | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ | $ 2,043 | |||||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 5,000,000 | |||||||||
Par value per share | $ / shares | $ 0.0001 | |||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Sponsor | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Class B Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Recapitalization conversion ratio | 0.8425 | |||||||||
Common stock, shares outstanding | 3,593,750 | 4,312,500 | 4,312,500 | 4,312,500 | ||||||
Number of shares were forfeited | 718,750 | 718,750 | ||||||||
Class B Common Stock | Founder Shares | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares outstanding | 4,312,500 | |||||||||
Shares subject to forfeiture | 562,500 | |||||||||
Class B Common Stock | Founder Shares | Director Member | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 75,000 | |||||||||
Number of Independent Directors | director | 3 | |||||||||
Class B Common Stock | Nautilus Carriers LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 1,379,167 | |||||||||
Class B Common Stock | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares were forfeited | 2,833,333 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Jan. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||
Administrative expenses - related party | $ 5,750 | ||
Expenses incurred | $ 17,250 | ||
Promissory Note With Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | 300,000 | ||
Promissory notes payable - related parties | 0 | $ 0 | |
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Maximum loans converted into warrants | $ 1,500,000 | ||
Exercise price of warrants | $ 1 |
RECURRING FAIR VALUE MEASUREM_3
RECURRING FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Liabilities | ||
Warrant liabilities | $ 8,607,750 | $ 7,141,500 |
Recurring | Level 1 | ||
Liabilities | ||
Warrant liabilities | 5,347,500 | |
Recurring | Level 3 | ||
Liabilities | ||
Warrant liabilities | 3,260,250 | |
Money Market Mutual Funds | Recurring | Level 1 | ||
Assets: | ||
Investments held in Trust Account | 172,511,739 | |
Public Warrants | Recurring | Level 1 | ||
Liabilities | ||
Warrant liabilities | 5,347,500 | |
Private Warrants | Recurring | Level 3 | ||
Liabilities | ||
Warrant liabilities | $ 3,260,250 |
RECURRING FAIR VALUE MEASUREM_4
RECURRING FAIR VALUE MEASUREMENTS - Black Scholes Option Pricing Model (Details) | Jun. 30, 2021$ / sharesY |
Risk-free interest rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 1 |
Expected term (years) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | Y | 5.36 |
Expected volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.9 |
Stock Price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 9.70 |
Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 11.50 |
Dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability, Measurement Input | 0 |
RECURRING FAIR VALUE MEASUREM_5
RECURRING FAIR VALUE MEASUREMENTS - summary of the changes in the fair value (Details) | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Transfers from level 1 to level 2 | $ 0 |
Transfers from level 2 to level 1 | 0 |
Transfers into level 3 | 0 |
Level 3 | Private Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of March 31, 2021 | 2,742,750 |
Change in fair value | 517,500 |
Fair value as of June 30, 2021 | $ 3,260,250 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 3 Months Ended |
Jun. 30, 2021USD ($)item | |
COMMITMENTS | |
Number of demands | item | 3 |
Period of demand rights | 5 years |
Period of Registration Rights, Effective After Registration Statement in Connection with Business Combination | 7 years |
Cash fee (in percent) | 3.50% |
Cash fee | $ 6,037,500 |
Fee on Non completion of Business combination | $ 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock (Details) | Aug. 05, 2021shares | Feb. 24, 2021 | Jan. 29, 2021shares | Jan. 07, 2021shares | Aug. 14, 2020shares | Feb. 24, 2020shares | Jul. 01, 2012shares | Apr. 30, 2010$ / sharesshares | Jan. 31, 2021shares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Feb. 02, 2021$ / shares | Jun. 30, 2020shares |
Class of Stock [Line Items] | |||||||||||||
Conversion basis | 0.8425 | 1.2 | |||||||||||
Common stock, shares outstanding | 4,312,500 | ||||||||||||
Number of shares forfeited | 257,649 | ||||||||||||
Number of shares issued | 376,344 | ||||||||||||
Sponsor | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||
Subsequent event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||
Class A Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares outstanding | 1,287,053 | 1,134,507 | 0 | ||||||||||
Common stock, shares issued | 1,287,053 | 1,134,507 | 0 | ||||||||||
Shares subject to possible redemption | 15,962,947 | 0 | |||||||||||
Class B Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Conversion basis | 0.8425 | ||||||||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | ||||||||||||
Common stock, shares outstanding | 3,593,750 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||||
Number of shares forfeited | 718,750 | 718,750 | |||||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||
Class B Common Stock | Founder Shares | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares outstanding | 4,312,500 | 3,593,750 | |||||||||||
Class B Common Stock | Sponsor | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares forfeited | 2,833,333 | ||||||||||||
Class B Common Stock | Nautilus Carriers LLC | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 1,379,167 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock (Details) - shares | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
SHAREHOLDERS' EQUITY | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 05, 2021 | Feb. 24, 2020 | Jul. 01, 2012 | Jan. 29, 2021 |
Subsequent Event [Line Items] | ||||
Number of shares issued | 376,344 | |||
Number of shares were forfeited | 257,649 | |||
Common stock, shares outstanding | 4,312,500 | |||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 5,000,000 | |||
Aggregate purchase price | $ 50 | |||
Purchase price per share | $ 10 |