Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | BOWX ACQUISITION CORP. | |
Entity Central Index Key | 0001813756 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39419 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | DE | |
Entity Address, Address Line One | 2400 Sand Hill Rd | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Menlo Park | |
Entity Address, Postal Zip Code | 94025 | |
Entity Shell Company | true | |
Entity Address, State or Province | CA | |
City Area Code | 650 | |
Local Phone Number | 352-4877 | |
Entity Tax Identification Number | 85-1144904 | |
Capital Units [Member] | ||
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 | BOWXU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | BOWXW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | BOWX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 48,300,000 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 12,075,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 506,334 | $ 921,049 |
Prepaid expenses | 322,498 | 372,412 |
Total current assets | 828,832 | 1,293,461 |
Investments held in Trust Account | 483,071,704 | 483,227,051 |
Total assets | 483,900,536 | 484,520,512 |
Current liabilities: | ||
Accounts payable | 65,468 | 315 |
Accrued expenses | 3,608,438 | 76,695 |
Accrued income tax | 0 | 12,010 |
Franchise tax payable | 47,709 | 122,242 |
Total current liabilities | 3,721,615 | 211,262 |
Deferred underwriting commissions in connection with the initial public offering | 16,905,000 | 16,905,000 |
Warrant liabilities | 25,962,932 | 13,292,400 |
Total liabilities | 46,589,547 | 30,408,662 |
Commitments and Contingencies (Note 5) | ||
Class A common stock, $0.0001 par value; 87,500,000 shares authorized; 43,231,098 and 44,911,184 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 432,310,980 | 449,111,840 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 26,609,471 | 9,808,779 |
Accumulated deficit | (21,611,177) | (4,810,316) |
Total stockholders' equity | 5,000,009 | 5,000,010 |
Total Liabilities and Stockholders' Equity | 483,900,536 | 484,520,512 |
Class A Common Stock | ||
Stockholders' Equity: | ||
Common stock value | 507 | 339 |
Class B Common Stock | ||
Stockholders' Equity: | ||
Common stock value | $ 1,208 | $ 1,208 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 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 | ||
Temporary equity , par value | $ 0.0001 | $ 0.0001 |
Class A common stock, subject to possible redemption price per share | $ 10 | $ 10 |
Class A common stock, subject to possible redemption | 43,231,098 | 44,911,184 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 87,500,000 | 87,500,000 |
Common stock, shares issued | 5,068,902 | 3,388,816 |
Common stock, shares outstanding | 5,068,902 | 3,388,816 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 12,075,000 | 12,075,000 |
Common stock, shares outstanding | 12,075,000 | 12,075,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
Operating expenses | |||
General and administrative expenses | $ 401 | $ 1,818,150 | $ 4,090,515 |
Franchise tax expense | 23,064 | 49,863 | 99,178 |
Total operating expenses | (23,465) | (1,868,013) | (4,189,693) |
Change in fair value of warrant liabilities | 0 | (9,327,999) | (12,670,532) |
Net gain from investments held in Trust Account | 0 | 12,297 | 59,364 |
Net loss | (23,465) | (11,183,715) | (16,800,861) |
Class A Common Stock [Member] | |||
Operating expenses | |||
Net gain from investments held in Trust Account | $ 0 | $ 12,297 | $ 59,364 |
Weighted average common stock outstanding, basic and diluted | 0 | 48,300,000 | 48,300,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ 0 |
Class B Common Stock [Member] | |||
Operating expenses | |||
Net loss | $ (23,465) | $ (11,183,715) | $ (16,800,861) |
Weighted average common stock outstanding, basic and diluted | 10,500,000 | 12,075,000 | 12,075,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.93) | $ (1.39) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | ||
Balance at May. 18, 2020 | $ 0 | $ 0 | $ 0 | ||||
Balance, shares at May. 18, 2020 | 0 | [1] | 0 | ||||
Issuance of Class B common stock to initial stockholders | 25,000 | $ 1,208 | $ 23,792 | ||||
Issuance of Class B common stock to initial stockholders, shares | [1] | 12,075,000 | |||||
Net loss | (23,465) | (23,465) | |||||
Balance at Jun. 30, 2020 | $ 1,208 | $ 1,535 | (23,465) | ||||
Balance, shares at Jun. 30, 2020 | 12,075,000 | [1] | 23,792 | ||||
Balance at Dec. 31, 2020 | 5,000,010 | $ 339 | $ 1,208 | $ 9,808,779 | (4,810,316) | ||
Balance, shares at Dec. 31, 2020 | 3,388,816 | 12,075,000 | |||||
Common stock subject to possible redemption | 5,617,140 | $ 56 | 5,617,084 | ||||
Common stock subject to possible redemption, shares | 561,714 | ||||||
Net loss | (5,617,146) | (5,617,146) | |||||
Balance at Mar. 31, 2021 | 5,000,004 | $ 395 | $ 1,208 | 15,425,863 | (10,427,462) | ||
Balance, shares at Mar. 31, 2021 | 3,950,530 | 12,075,000 | |||||
Common stock subject to possible redemption | 11,183,720 | $ 112 | 11,183,608 | ||||
Common stock subject to possible redemption, shares | 1,118,372 | ||||||
Net loss | (11,183,715) | (11,183,715) | |||||
Balance at Jun. 30, 2021 | $ 5,000,009 | $ 507 | $ 1,208 | $ 26,609,471 | $ (21,611,177) | ||
Balance, shares at Jun. 30, 2021 | 5,068,902 | 12,075,000 | |||||
[1] | This number included up to 1,575,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in party by the underwriter. On August 13, 2020, the underwriter fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes In Stockholders' Equity (Parenthetical) | Jun. 30, 2021shares |
Class B Common Stock | |
Common stock shares subject to possible redemption | 1,575,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (23,465) | $ (16,800,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party | 381 | |
Change in fair value of warrant liabilities | 0 | 12,670,532 |
Net gain from investments held in Trust Account | (59,364) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 49,914 | |
Accounts payable | 20 | 65,153 |
Accrued expenses | 3,531,743 | |
Accrued income tax | (12,010) | |
Franchise tax payable | 23,064 | (74,533) |
Net cash used in operating activities | (629,426) | |
Cash Flows from Investing Activities | ||
Interest released from Trust Account | 214,711 | |
Net cash provided by (used in) investing activities | 214,711 | |
Net increase (decrease) in cash | (414,715) | |
Cash - beginning of the period | 921,049 | |
Cash - end of the period | 506,334 | |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | 21,000 | |
Supplemental disclosure of noncash activities: | ||
Offering costs paid by related party in exchange for issuance of Class B common stock | 25,000 | |
Offering costs included in accrued expenses | 138,600 | |
Offering costs included in note payable | 109,325 | |
Change in value of Class A common stock subject to possible redemption | $ (16,800,860) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Organization and General BowX Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on May 19, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination (“Business Combination”) with one or more operating businesses or entities that it has not yet selected. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company has neither engaged in any operations nor generated revenue to date. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from May 19, 2020 (inception) through June 30, 2021 had been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the offering, the search for a prospective Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Financing The Company’s sponsor is BowX Sponsor, LLC, a Delaware limited liability company of which Vivek Ranadivé, the Company’s Chairman of the Board and Co-Chief Co-Chief Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to certain of the Company’s initial stockholders and certain funds and accounts managed by subsidiaries of BlackRock, Inc (the “Private Placement Warrants Purchasers”), generating gross proceeds of $10.4 million (Note 4), and incurring offering costs of approximately $8,000. In connection with the consummation of the sale of additional Units pursuant to the underwriter’s over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 million. Trust Account Upon the closing of the Initial Public Offering and the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Pursuant to stock exchange listing rules, the Company must complete an initial Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. In connection with the proposed transaction with WeWork described below, the Company will seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. The Company will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Company’s initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. A The Company has 24 months from the closing of the Initial Public Offering, or August 7, 2022, to complete its initial Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within this period of time (and stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable Proposed Business Combination On March 25, 2021, the Company, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of the Company, and WeWork Inc., a Delaware corporation (“WeWork”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and into WeWork (the “First Merger”), with WeWork surviving the First Merger as a wholly owned subsidiary of the Company (WeWork, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and as promptly as practicable and as part of the same overall transaction as the First Merger, such Surviving Corporation will be merged with and into BowX Merger Subsidiary II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct wholly owned subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub II being the surviving entity of the Second Merger (Merger Sub II, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”). In connection with the Closing (as defined herein), BowX intends to change its name to WeWork Inc. (such post-Closing entity, “New WeWork”). As a result of and upon the Closing, among other things, all outstanding shares of WeWork capital stock as of the First Merger (other than shares of WeWork Class C common stock, treasury shares, the dissenting shares and shares of WeWork capital stock reserved in respect of WeWork awards) will be cancelled in exchange for the right to receive an aggregate of 655,300,000 shares of New WeWork Class A common stock (at a deemed value of $10.00 per share) representing a pre-transaction Liquidity and Capital Resources The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2021, the Company had approximately $506,000 of cash in its operating account and approximately $2.9 million of working capital deficit. Through June 30, 2021, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chairman and Co-Chief , the liquidity needs have been satisfied through the remaining balance of the Note and advancement of funds of approximately $ from a related party, for total outstanding balance of Note and advances of approximately $ , and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note and advances on August 7, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using 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. Management continues to evaluate the impact of the COVID-19 |
Basic of Presentation and Summa
Basic of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basic of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 12, 2021. Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at June 30, 2021 and December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating non-current Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A 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, at June 30, 2021 and December 31, 2020, 43,231,098 and 44,911,184 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. Net Income (Loss) per Share of Common Stock The Company’s unaudited condensed consolidated statements of operations include a presentation of income (loss) per share of Class A common stock subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended For the Period from Class A common stock Numerator: Net gain from investments held in Trust Account $ 12,297 $ 59,364 $ — Less: Company’s portion available to be withdrawn to pay taxes (12,297 ) (59,364 ) — Net income attributable to Class A common stock $ — $ — $ — Denominator: Weighted average shares outstanding of Class A common stock , basic and diluted 48,300,000 48,300,000 — Basic and diluted net income per share, Class A common stock $ — $ — $ — Class B common stock Numerator: Net loss $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Less: Net income attributable to Class A common stock — — — Net loss attributable to Class B common stock $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Denominator: Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 12,075,000 10,500,000 Basic and diluted net loss per share, Class B common stock $ (0.93 ) $ (1.39 ) $ (0.00 ) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Public Units In August 2020, the Company sold 48,300,000 Units, including 6,300,000 over-allotment Units at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, inclusive of $16.9 million in deferred underwriting commissions. Upon the closing of the Initial Public Offering and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transitions Founder Shares On May 26, 2020, the Company’s Chairman and Co-Chief Co-Chief The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the 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 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Private Placement Warrants Purchasers purchased an aggregate of 6,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $10.4 million in the Private Placement, and incurring offering costs of approximately $8,000. In connection with the sale of Units pursuant to the over-allotment option on August 13, 2020, the Company sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants Purchasers, generating additional gross proceeds of approximately $1.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Private Placement Warrants (and the 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 exceptions). Related Party Loans On May 26, 2020, the Company’s Chairman and Co-Chief Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans to date. To date, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the Underwriting Agreement, as described in Note 3, $0.35 per unit, or $16.9 million in the aggregate, including the over-allotment fees, will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Warrants | Note 6—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed; provided that, if the 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 Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share 180 The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days • if, and only if, the last reported 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 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. The Public Warrants are accounted for as equity and the Private Placement warrants are accounted for as liabilities on the balance sheet. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Preferred stock no Class A Common Stock Class B Common Stock e The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 483,071,704 $ — $ — $ 483,071,704 Liabilities: Warrant liabilities $ — $ 25,962,932 $ — $ 25,962,932 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities $ — $ 13,292,400 $ — $ 13,292,400 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three and six months ended June 30, 2021. The Company utilizes the fair value of the Public Warrants at December 31, 2020 and June 30, 2021 to estimate the fair value of the warrants, with changes in fair value recognized in the unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2021, the Company recognized a charge to the statements of operations resulting from an increase in the fair value of liabilities of approximately $9.4 million and $12.7 million presented as change in fair value of derivative warrant liabilities. The change in the fair value of the derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 13,292,400 Change in fair value of warrant liabilibites 3,342,533 Warrant liabilities at March 31, 2021 16,634,933 Change in fair value of warrant liabilibites 9,327,999 Warrant liabilities at June 30, 2021 $ 25,962,932 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring from June 30, 2021 through the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the condensed consolidated financial statements. |
Basic of Presentation and Sum_2
Basic of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 12, 2021. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at June 30, 2021 and December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred, presented as non-operating non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A 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, at June 30, 2021 and December 31, 2020, 43,231,098 and 44,911,184 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. |
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock The Company’s unaudited condensed consolidated statements of operations include a presentation of income (loss) per share of Class A common stock subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended For the Period from Class A common stock Numerator: Net gain from investments held in Trust Account $ 12,297 $ 59,364 $ — Less: Company’s portion available to be withdrawn to pay taxes (12,297 ) (59,364 ) — Net income attributable to Class A common stock $ — $ — $ — Denominator: Weighted average shares outstanding of Class A common stock , basic and diluted 48,300,000 48,300,000 — Basic and diluted net income per share, Class A common stock $ — $ — $ — Class B common stock Numerator: Net loss $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Less: Net income attributable to Class A common stock — — — Net loss attributable to Class B common stock $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Denominator: Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 12,075,000 10,500,000 Basic and diluted net loss per share, Class B common stock $ (0.93 ) $ (1.39 ) $ (0.00 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Basic of Presentation and Sum_3
Basic of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Six Months Ended For the Period from Class A common stock Numerator: Net gain from investments held in Trust Account $ 12,297 $ 59,364 $ — Less: Company’s portion available to be withdrawn to pay taxes (12,297 ) (59,364 ) — Net income attributable to Class A common stock $ — $ — $ — Denominator: Weighted average shares outstanding of Class A common stock , basic and diluted 48,300,000 48,300,000 — Basic and diluted net income per share, Class A common stock $ — $ — $ — Class B common stock Numerator: Net loss $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Less: Net income attributable to Class A common stock — — — Net loss attributable to Class B common stock $ (11,183,715 ) $ (16,800,861 ) $ (23,465 ) Denominator: Weighted average shares outstanding of Class B common stock, basic and diluted 12,075,000 12,075,000 10,500,000 Basic and diluted net loss per share, Class B common stock $ (0.93 ) $ (1.39 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross holding gains and fair value of held-to-maturity securities | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 483,071,704 $ — $ — $ 483,071,704 Liabilities: Warrant liabilities $ — $ 25,962,932 $ — $ 25,962,932 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 483,227,051 $ — $ — $ 483,227,051 Liabilities: Warrant liabilities $ — $ 13,292,400 $ — $ 13,292,400 |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The change in the fair value of the derivative warrant liabilities for the three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 13,292,400 Change in fair value of warrant liabilibites 3,342,533 Warrant liabilities at March 31, 2021 16,634,933 Change in fair value of warrant liabilibites 9,327,999 Warrant liabilities at June 30, 2021 $ 25,962,932 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 25, 2021 | Aug. 13, 2020 | Aug. 10, 2020 | Aug. 07, 2020 | Mar. 31, 2021 | Jun. 30, 2021 |
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Net proceeds held in trust account | $ 483,000,000 | |||||
Maturity | 185 days | |||||
Business combinations aggregate fair market value, percentage | 80.00% | |||||
Business combination of voting interest, percentage | 50.00% | |||||
Obligation to redeem public shares | 100.00% | |||||
Trust account per share | $ 10 | |||||
Cash in operating account | $ 506,000 | |||||
Liquidity payment | 25,000 | |||||
Business combination net tangible assets | $ 5,000,001 | |||||
Business combination period | 24 months from the closing of the Initial Public Offering, or August 7, 2022 | |||||
Dissolution expenses | $ 100,000 | |||||
Outstanding loan | 195,000 | |||||
Net working capital | 2,900,000 | |||||
New We Work [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Trust account per share | $ 10 | |||||
Business acquisition number of shares | 655,300,000 | |||||
Aggregate merger consideration | $ 7,900,000,000 | |||||
PIPE Investors [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Trust account per share | $ 10 | |||||
Business acquisition number of shares | 80,000,000 | |||||
Aggregate merger consideration | $ 800,000,000 | |||||
Chairman and Co-Chief Executive Officer [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Advancement of funds | 45,000 | |||||
Outstanding loan | $ 110,000 | |||||
IPO [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Sale of stock | 42,000,000 | |||||
Price per share | $ 10 | |||||
Gross proceeds | $ 420,000,000 | |||||
Offering costs | 23,600,000 | |||||
Deferred underwriting commissions | $ 14,700,000 | |||||
Over Allotment Option [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Sale of stock | 840,000 | 6,300,000 | ||||
Price per share | $ 10 | |||||
Gross proceeds | $ 63,000,000 | |||||
Offering costs | 3,500,000 | |||||
Deferred underwriting commissions | 2,200,000 | |||||
Private Placement warrants [Member] | ||||||
Organization, Business Operations and Basis of Presentation (Textual) | ||||||
Sale of stock | 6,933,333 | |||||
Price per share | $ 1.50 | |||||
Gross proceeds | $ 1,300,000 | $ 10,400,000 | ||||
Offering costs associated with private placement warrants | $ 8,000 |
Basic of Presentation and Sum_4
Basic of Presentation and Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator [Abstract] | |||
Net gain from investments held in Trust Account | $ 0 | $ 12,297 | $ 59,364 |
Net loss | (23,465) | (11,183,715) | (16,800,861) |
Common Class A [Member] | |||
Numerator [Abstract] | |||
Net gain from investments held in Trust Account | 0 | 12,297 | 59,364 |
Less: Company's portion available to be withdrawn to pay taxes | 0 | (12,297) | (59,364) |
Net income loss attributable to common stock | $ 0 | $ 0 | $ 0 |
Denominator [Abstract] | |||
Weighted average shares outstanding of common stock, basic and diluted | 0 | 48,300,000 | 48,300,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ 0 |
Common Class B [Member] | |||
Numerator [Abstract] | |||
Net loss | $ (23,465) | $ (11,183,715) | $ (16,800,861) |
Less: Net income attributable to Class A common stock | 0 | 0 | 0 |
Net income loss attributable to common stock | $ (23,465) | $ (11,183,715) | $ (16,800,861) |
Denominator [Abstract] | |||
Weighted average shares outstanding of common stock, basic and diluted | 10,500,000 | 12,075,000 | 12,075,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.93) | $ (1.39) |
Basic Of Presentation And Sum_5
Basic Of Presentation And Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Significant Accounting Policies (Textual) | ||
Federal Depository Insurance Coverage | $ 250,000 | |
Class A common stock, subject to possible redemption | 43,231,098 | 44,911,184 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Jun. 30, 2021 | |
Initial Public Offering (Textual) | ||
Sale of stock | 48,300,000 | |
Over-allotment units | 6,300,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 483 | |
Offering costs | 27.1 | |
Deferred underwriting commissions | $ 16.9 | $ 16.9 |
Description of initial public offering and the private placement | Upon the closing of the Initial Public Offering and the Private Placement Warrants in the Private Placement (including the exercise of the over-allotment option), $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in the Trust Account. | |
Description of transaction | Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 13, 2020 | Aug. 04, 2020 | Jun. 30, 2020 | May 26, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Textual) | ||||||
Additional advances | $ 45,000 | |||||
Outstanding loan amount | 195,000 | |||||
Working Capital | $ 1,500,000 | |||||
Warrant exercise price | $ 1.50 | |||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Gross proceeds | $ 1,300,000 | $ 10,400,000 | ||||
Aggregate of warrants purchase shares | 840,000 | 6,933,333 | ||||
Warrants price per share | $ 1.50 | |||||
Unit exercise price | 11.50 | |||||
Offering costs associated with private placement warrants | $ 8,000 | |||||
Class B common stock [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Stock dividend shares | 0.2 | |||||
Common stock, shares outstanding | 12,075,000 | 12,075,000 | ||||
Subject to forfeiture, shares | 1,575,000 | |||||
Founder shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Subject to forfeiture, shares | 1,575,000 | 1,575,000 | ||||
Initial stockholders, description | (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the 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 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Founder shares [Member] | Class B common stock [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Exchange for issuance, shares | 10,062,500 | |||||
Chairman and Co-Chief Executive Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Aggregate of loan amount | $ 150,000 | |||||
Borrowing amount | $ 150,000 | |||||
Chairman and Co-Chief Executive Officer [Member] | Founder shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Offering costs | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - IPO [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies (Textual) | ||
Deferred underwriting commissions | $ 16.9 | $ 16.9 |
Price per unit | $ 0.35 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Exercise price | $ 11.50 |
Business Combination, description | the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. |
Common stock equals or exceeds $18.00 per share [Member] | |
Newly issued share price | $ 18 |
Warrant [Member] | |
Warrants, description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price 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 commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. |
Warrant [Member] | Class A Common Stock | |
Number of consecutive trading days for share price determination | 10 days |
Warrant [Member] | Common stock equals or exceeds $10.00 per share [Member] | |
Notice period to be given to warrant holders before redemption | 30 days |
Newly issued share price | $ 10 |
Warrant [Member] | Common stock equals or exceeds $10.00 per share [Member] | Minimum [Member] | |
Class of warrants or rights redemption price per warrant | $ 0.10 |
Public Warrant [Member] | |
Warrants, description | Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Private warrants [Member] | Common stock equals or exceeds $18.00 per share [Member] | |
Notice period to be given to warrant holders before redemption | 30 days |
Class of warrants or rights redemption price per warrant | $ 0.01 |
Private warrants [Member] | Common stock equals or exceeds $18.00 per share [Member] | Minimum [Member] | |
Number of consecutive trading days for share price determination | 20 days |
Private warrants [Member] | Common stock equals or exceeds $18.00 per share [Member] | Maximum [Member] | |
Number of consecutive trading days for share price determination | 30 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Aug. 04, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholder's Equity (Textual) | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Class A Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 87,500,000 | 87,500,000 | ||
Common stock, shares issued | 5,068,902 | 3,388,816 | ||
Common stock, shares outstanding | 5,068,902 | 3,388,816 | ||
Class B Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 | ||
Common stock, shares issued | 12,075,000 | 12,075,000 | ||
Common stock, shares outstanding | 12,075,000 | 12,075,000 | ||
Stock dividend shares | 0.2 | |||
Subject to forfeiture, shares | 1,575,000 | |||
Common Stock [Member] | Class A Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 87,500,000 | 87,500,000 | ||
Common stock, shares issued | 48,300,000 | 48,300,000 | ||
Common stock, shares outstanding | 48,300,000 | 48,300,000 | ||
Class A common stock, subject to possible redemption | 43,231,098 | 44,911,184 | ||
Common Stock [Member] | Class B Common Stock [Member] | ||||
Stockholder's Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 | ||
Common stock, shares issued | 12,075,000 | 12,075,000 | ||
Common stock, shares outstanding | 12,075,000 | 12,075,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Gross Holding Gains and Fair Value of Held-to-maturity Securities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | $ 483,071,704 | $ 483,227,051 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 25,962,932 | 13,292,400 |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | 483,071,704 | 483,227,051 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 25,962,932 | 13,292,400 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account — U.S. Treasury Securities | 483,071,704 | 483,227,051 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | $ 25,962,932 | $ 13,292,400 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant Liability | $ 13,292,400 | $ 13,292,400 | ||
Change in fair value of warrant liabilities | $ 0 | $ 9,327,999 | 12,670,532 | |
Warrant Liability | 25,962,932 | 25,962,932 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant Liability | 16,634,933 | 13,292,400 | 13,292,400 | |
Change in fair value of warrant liabilities | 9,327,999 | 3,342,533 | ||
Warrant Liability | $ 25,962,932 | $ 16,634,933 | $ 25,962,932 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of warrant liabilities | $ 0 | $ 9,327,999 | $ 12,670,532 |
Public Warrants [Member] | Binomial Monte Carlo Simulation [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of warrant liabilities | $ 9,400,000 | $ 12,700,000 |