Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | GO ACQUISITION CORP. | |
Trading Symbol | GOAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001816176 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39770 | |
Entity Tax Identification Number | 85-1429879 | |
Entity Address, Address Line One | 450 W 14th Street | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10014 | |
City Area Code | (212) | |
Local Phone Number | 524-7300 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 57,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,375,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 372,565 | $ 1,274,139 |
Prepaid expenses | 157,092 | 247,305 |
Total current assets | 529,657 | 1,521,444 |
Investments held in Trust Account | 575,386,404 | 575,253,315 |
Total assets | 575,916,061 | 576,774,759 |
Current liabilities: | ||
Accounts payable | 43,740 | 4,000 |
Accrued expenses | 1,119,000 | 123,120 |
Franchise tax payable | 259,776 | 110,187 |
Income tax payable | 30,057 | 30,057 |
Note payable - related party | 200,000 | 200,000 |
Total current liabilities | 1,652,573 | 467,364 |
Deferred underwriting commissions in connection with the initial public offering | 20,125,000 | 20,125,000 |
Derivative warrant liabilities | 20,843,330 | 42,556,470 |
Total liabilities | 42,620,903 | 63,148,834 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 57,500,000 shares at $10.00 per share at September 30, 2021 and December 31, 2020 | 575,000,000 | 575,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding excluding shares subject to possible redemption | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,375,000 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 1,438 | 1,438 |
Additional paid-in capital | ||
Accumulated deficit | (41,706,280) | (61,375,513) |
Total Stockholders’ Deficit | (41,704,842) | (61,374,075) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 575,916,061 | $ 576,774,759 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, shares subject to possible redemption per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares subject to possible redemption | 57,500,000 | 57,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 14,375,000 | 14,375,000 |
Common stock, shares outstanding | 14,375,000 | 14,375,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,764,534 | $ 104,810 | $ 105,699 | $ 2,027,407 |
Franchise tax expense | 50,411 | 49,863 | 59,776 | 149,589 |
Loss from operations | (1,814,945) | (154,673) | (165,475) | (2,176,996) |
Other income (expenses): | ||||
Change in fair value of derivative warrant liabilities | 10,140,000 | 2,851,610 | 2,851,610 | 21,713,140 |
Offering costs - derivative warrant liabilities | (1,281,140) | (1,281,140) | ||
Net gain from investments held in the Trust Account | 59,997 | 75,333 | 75,333 | 133,089 |
Income before income tax expense | 8,385,052 | 1,491,130 | 1,480,328 | 19,669,233 |
Income tax expense | 3,267 | 3,267 | ||
Net income | $ 8,385,052 | $ 1,487,863 | $ 1,477,061 | $ 19,669,233 |
Class A Common Stock | ||||
Other income (expenses): | ||||
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | 57,500,000 | 30,706,522 | 28,250,000 | 57,500,000 |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.12 | $ 0.03 | $ 0.04 | $ 0.27 |
Class B Common Stock | ||||
Other income (expenses): | ||||
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | 14,375,000 | 12,703,804 | 12,685,644 | 14,375,000 |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.12 | $ 0.03 | $ 0.04 | $ 0.27 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class BCommon Stock | Class ACommon Stock | Accumulated Deficit | Additional Paid-In Capital | Total |
Balance at Jun. 12, 2020 | |||||
Balance (in Shares) at Jun. 12, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 1,438 | 23,562 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 14,375,000 | ||||
Excess of cash received over fair value of private placement warrants | 2,520,630 | 2,520,630 | |||
Accretion of Class A common stock subject to possible redemption | (51,282,544) | (2,544,192) | (53,826,736) | ||
Accretion of Class A common stock subject to possible redemption (in Shares) | |||||
Net income (loss) | 1,477,061 | 1,477,061 | |||
Balance at Sep. 30, 2020 | $ 1,438 | (49,805,483) | (49,804,045) | ||
Balance (in Shares) at Sep. 30, 2020 | 14,375,000 | ||||
Balance at Dec. 31, 2020 | $ 1,438 | (61,375,513) | (61,374,075) | ||
Balance (in Shares) at Dec. 31, 2020 | 14,375,000 | ||||
Net income (loss) | 16,968,313 | 16,968,313 | |||
Balance at Mar. 31, 2021 | $ 1,438 | (44,407,200) | (44,405,762) | ||
Balance (in Shares) at Mar. 31, 2021 | 14,375,000 | ||||
Net income (loss) | (5,684,132) | (5,684,132) | |||
Balance at Jun. 30, 2021 | $ 1,438 | (50,091,332) | (50,089,894) | ||
Balance (in Shares) at Jun. 30, 2021 | 14,375,000 | ||||
Net income (loss) | 8,385,052 | 8,385,052 | |||
Balance at Sep. 30, 2021 | $ 1,438 | $ (41,706,280) | $ (41,704,842) | ||
Balance (in Shares) at Sep. 30, 2021 | 14,375,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,477,061 | $ 19,669,233 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (2,851,610) | (21,713,140) |
Offering costs - derivative warrant liabilities | 1,281,140 | |
Net gain from investments held in Trust Account | (75,333) | (133,089) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (293,995) | 90,213 |
Accounts payable | 40,435 | 39,740 |
Accrued expenses | 16,695 | 910,880 |
Franchise tax payable | 59,776 | 149,589 |
Income tax payable | 3,267 | |
Net cash used in operating activities | (342,564) | (986,574) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (575,000,000) | |
Net cash used in investing activities | (575,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from note payable to related party | 200,000 | |
Proceeds received from initial public offering, gross | 575,000,000 | |
Proceeds received from private placement | 13,500,000 | |
Offering costs paid | (12,038,086) | 85,000 |
Net cash provided by financing activities | 576,686,914 | 85,000 |
Net increase (decrease) in cash | 1,344,350 | (901,574) |
Cash - beginning of the period | 1,274,139 | |
Cash - end of the period | 1,344,350 | 372,565 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 85,000 | |
Deferred underwriting commissions in connection with the initial public offering | $ 20,125,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1-Description of Organization, Business Operations and Basis of Presentation GO Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 12, 2020, 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”). Although the Company may pursue targets in any industry, the Company intends to focus its efforts on travel-related and travel-adjacent businesses with either all or a substantial portion of their activities in North America or Europe. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from June 12, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below, and, since the Initial Public Offering, the search for a potential target business. 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. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is GO Acquisition Founder LLC, a Delaware corporation (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2020. On August 7, 2020, the Company consummated its Initial Public Offering of 50,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $500.0 million, and incurring offering costs of approximately $28.1 million, inclusive of $17.5 million in deferred underwriting commissions (Note 5). The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 7,500,000 additional Units to cover over-allotments, if any. The Underwriters exercised the over-allotment option in full on September 21, 2020 and purchased an additional 7,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $75.0 million (the “Over-Allotment”), and incurred additional offering costs of approximately $4.1 million in underwriting fees (inclusive of approximately $2.6 million in deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $12.0 million. Simultaneously with the closing of the Over-Allotment Units, on September 21, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 1,000,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $1.5 million (Note 4). Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated 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. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of the deferred underwriting discounts held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval of a Business Combination, it will consummate the Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem such stockholder’s Public Shares irrespective of whether such stockholder votes for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote any Founder Shares (as defined below in Note 4) owned by them and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares owned by them in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 7, 2022 (as may be extended by approval of the Company’s stockholders, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the Company’s officers or directors acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 25, 2021. Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. As a result, the Company revised its previously filed financial statements to classify all Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rate in the income (loss) of the Company. The change in the carrying value of redeemable Class A common stock resulted in a decrease of approximately $6.2 million in additional paid-in capital and a charge of approximately $44.6 million to accumulated deficit, as well as a reclassification of 5,074,624 shares of Class A common stock from permanent equity to temporary equity. The impact of the revision to the audited balance sheet as of December 31, 2020 and unaudited condensed balance sheets as of September 30, 2020, March 31, 2021, and June 30, 2021, is a reclassification of $66.4 million, $54.8 million, $49.4 million and $55.1 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There has been no change in the Company’s total assets, liabilities, operating results, or cash flow. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern Consideration At September 30, 2021, the Company had cash of approximately $373,000 and working deficit of approximately $1.1 million. The Company’s liquidity needs since inception had been satisfied through the cash receipt of $25,000 from the Sponsor to purchase the Founder Shares and a loan of $200,000 pursuant to the Note issued to the Sponsor (Note 4). Subsequent to Initial Public Offering, the Company’s liquidity needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note remains unpaid as of September 30, 2021 and is due on demand. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that liquidity and the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 7, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 had no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Corporation coverage limit 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. Fair Value of Financial Instruments 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. U.S. 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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 19,166,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. 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 at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. 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, as of September 30, 2021 and December 31, 2020, 57,500,000 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 balance sheets. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 28,166,667 shares of the Company’s Class A common stock in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share for the three and nine months ended September 30, 2021: For the Three For the Three For the nine months ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income 6,708,042 1,677,010 1,052,448 435,415 15,735,386 3,933,847 1,019,331 457,730 Denominator: Basic and diluted weighted average common shares outstanding 57,500,000 14,375,000 30,706,522 12,703,804 57,500,000 14,375,000 28,250,000 12,685,644 Basic and diluted net income per common share $ 0.12 $ 0.12 $ 0.03 $ 0.03 $ 0.27 $ 0.27 $ 0.04 $ 0.04 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. As of September 30, 2021 and December 31, 2020, a full valuation allowance was recorded of approximately $469,000 and $44,000, respectively. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. No amounts were accrued for the payment of interest and penalties at September 30, 2021 and December 31, 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. The Company is subject to income tax examinations by major taxing authorities since inception. 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Issued Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial Public Offering On August 7, 2020, the Company consummated its Initial Public Offering of 50,000,000 Units at $10.00 per Unit, generating gross proceeds of $500.0 million. The underwriters exercised the over-allotment option in full and on September 21, 2020 purchased an additional 7,500,000 Over-Allotment Units, generating additional gross proceeds of $75.0 million. The Company incurred offering costs of approximately $32.2 million, including approximately $20.1 million in deferred underwriting commissions. Each Unit consisted of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Party Transactions Founder Shares In June 2020, the Sponsor purchased 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In July 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors at their original purchase price. The holders of the Founder Shares (the “Initial Stockholders”) agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of 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 capitalizations, 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 or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering and the Over-Allotment, on August 7, 2020 and September 21, 2020, respectively, the Company consummated the Private Placement of 9,000,000 Private Placement Warrants in the aggregate at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $13.5 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On June 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, the balance of the loan was $200,000, and the Note is due on demand. This facility is no longer available to be withdrawn. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5-Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 7,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on September 21, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $20.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Litigation From time to time, the Company may be subject to legal proceedings and claims that arise in the search for a potential target business; other than as described below, however, the Company is not aware of any pending or threatened litigation affecting the Company. On August 20, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York (the “Complaint”) against the Company, the Sponsor the Company’s founders and the Company’s independent directors (collectively, the “Defendants”) alleging breach of certain provisions of the Investment Company Act. The Complaint generally asserts that the Company is subject to the Investment Company Act because, among other allegations, the Company invested the proceeds of the Initial Public Offering in securities of the United States government and shares of money market mutual funds. Stemming from this assertion, the Complaint alleges that the contracts pursuant to which certain Defendants purchased the Company’s securities violate the Investment Company Act and that such purchases constitute payments that were in breach of the Defendants’ fiduciary duties under the Investment Company Act. The Complaint generally seeks a declaratory judgment stating that the Company is an investment company under the Investment Company Act, rescission of contracts whose formation and performance purportedly violate the Investment Company Act and unspecified damages for purported breach of the Defendants’ fiduciary obligations under the Investment Company Act. The Defendants believe the claims asserted in the Complaint are without merit and have filed a Motion to Dismiss the Complaint. The Defendants intend to continue to vigorously defend this action. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6-Derivative Warrant Liabilities As of September 30, 2021 and December 31, 2020, the Company had 19,166,667 and 9,000,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of the Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock 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 warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement 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 determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of the Class A common stock per warrant (subject to adjustment). 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. 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. |
Class A common stock subject to
Class A common stock subject top possible redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 7- Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, and December 31, 2020 there were 57,500,000 shares of Class A common stock outstanding subject to possible redemption. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 575,000,000 Less: Fair value of Public Warrants at issuance (22,859,790 ) Offering costs allocated to Class A common stock subject to possible redemption (30,966,946 ) Plus: Accretion on Class A common stock subject to possible redemption amount 53,826,736 Class A common stock subject to possible redemption $ 575,000,000 |
Stockholders_ deficit
Stockholders’ deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 8-Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Class A common stock or equity-linked securities exercisable or exchangeable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. In no event will the shares of the Class B common stock convert into shares of the Class A common stock at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 575,386,404 $ - $ - Liabilities: Derivative warrant liabilities – Public $ 14,183,330 $ - $ - Derivative warrant liabilities – Private $ - $ - $ 6,660,000 December 31, 2020 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 575,253,315 $ - $ - Liabilities: Derivative warrant liabilities – Public $ 28,661,420 $ - $ - Derivative warrant liabilities – Private $ - $ - $ 13,895,050 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There was no transfer between levels during the three and nine months ended September 30, 2021. Level 1 assets and liabilities include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For the three and nine months ended September 30, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $10.1 million and $21.7 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the three months ended September 30, 2020, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $2.9 million, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the period from June 12, 2020 (inception) through September 30, 2020, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of $2.9 million, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Private Placement Warrants are determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 21.0 % 12.7 % Stock price $ 10.19 $ 9.81 Expected life of the options to convert 6.16 5.35 Risk-free rate 0.53 % 1.03 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities classified as level 3 for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at December 31, 2020 $ 13,895,050 Change in fair value of derivative warrant liabilities (5,736,610 ) Derivative warrant liabilities - Level 3, at March 31, 2021 8,158,440 Change in fair value of derivative warrant liabilities 1,741,560 Derivative warrant liabilities - Level 3, at June 30, 2021 9,900,000 Change in fair value of derivative warrant liabilities (3,240,000 ) Derivative warrant liabilities - Level 3, at September 30, 2021 $ 6,660,000 The change in the fair value of the derivative warrant liabilities classified as level 3 for the period from June 12, 2020 (inception) through September 30, 2020 is summarized as follows: Derivative warrant liabilities at June 12, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 inputs 33,839,160 Change in fair value of derivative warrant liabilities (2,851,610 ) Transfer of Public Warrants to Level 1 (20,989,747 ) Derivative warrant liabilities - Level 3, at September 30, 2020 $ 9,997,803 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the balance sheet was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
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 had no cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Corporation coverage limit 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. 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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to redemption upon the completion of the Initial Public Offering. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 19,166,667 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 9,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. 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 at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
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, as of September 30, 2021 and December 31, 2020, 57,500,000 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 balance sheets. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income Per Common Share | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 28,166,667 shares of the Company’s Class A common stock in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into shares of common stock is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share for the three and nine months ended September 30, 2021: For the Three For the Three For the nine months ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income 6,708,042 1,677,010 1,052,448 435,415 15,735,386 3,933,847 1,019,331 457,730 Denominator: Basic and diluted weighted average common shares outstanding 57,500,000 14,375,000 30,706,522 12,703,804 57,500,000 14,375,000 28,250,000 12,685,644 Basic and diluted net income per common share $ 0.12 $ 0.12 $ 0.03 $ 0.03 $ 0.27 $ 0.27 $ 0.04 $ 0.04 |
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. As of September 30, 2021 and December 31, 2020, a full valuation allowance was recorded of approximately $469,000 and $44,000, respectively. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. No amounts were accrued for the payment of interest and penalties at September 30, 2021 and December 31, 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. The Company is subject to income tax examinations by major taxing authorities since inception. 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of calculation of basic and diluted net income (loss) per common share | For the Three For the Three For the nine months ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income 6,708,042 1,677,010 1,052,448 435,415 15,735,386 3,933,847 1,019,331 457,730 Denominator: Basic and diluted weighted average common shares outstanding 57,500,000 14,375,000 30,706,522 12,703,804 57,500,000 14,375,000 28,250,000 12,685,644 Basic and diluted net income per common share $ 0.12 $ 0.12 $ 0.03 $ 0.03 $ 0.27 $ 0.27 $ 0.04 $ 0.04 |
Class A common stock subject _2
Class A common stock subject top possible redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | |
Schedule of Class A common stock subject to possible redemption | Gross proceeds from Initial Public Offering $ 575,000,000 Less: Fair value of Public Warrants at issuance (22,859,790 ) Offering costs allocated to Class A common stock subject to possible redemption (30,966,946 ) Plus: Accretion on Class A common stock subject to possible redemption amount 53,826,736 Class A common stock subject to possible redemption $ 575,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of held-to-maturity securities | Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 575,386,404 $ - $ - Liabilities: Derivative warrant liabilities – Public $ 14,183,330 $ - $ - Derivative warrant liabilities – Private $ - $ - $ 6,660,000 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 575,253,315 $ - $ - Liabilities: Derivative warrant liabilities – Public $ 28,661,420 $ - $ - Derivative warrant liabilities – Private $ - $ - $ 13,895,050 |
Schedule of quantitative information regarding Level 3 fair value measurements | As of As of Volatility 21.0 % 12.7 % Stock price $ 10.19 $ 9.81 Expected life of the options to convert 6.16 5.35 Risk-free rate 0.53 % 1.03 % Dividend yield 0.0 % 0.0 % |
Schedule of derivative warrant liabilities | Derivative warrant liabilities - Level 3, at December 31, 2020 $ 13,895,050 Change in fair value of derivative warrant liabilities (5,736,610 ) Derivative warrant liabilities - Level 3, at March 31, 2021 8,158,440 Change in fair value of derivative warrant liabilities 1,741,560 Derivative warrant liabilities - Level 3, at June 30, 2021 9,900,000 Change in fair value of derivative warrant liabilities (3,240,000 ) Derivative warrant liabilities - Level 3, at September 30, 2021 $ 6,660,000 Derivative warrant liabilities at June 12, 2020 (inception) $ - Issuance of Public and Private Warrants, Level 3 inputs 33,839,160 Change in fair value of derivative warrant liabilities (2,851,610 ) Transfer of Public Warrants to Level 1 (20,989,747 ) Derivative warrant liabilities - Level 3, at September 30, 2020 $ 9,997,803 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Aug. 07, 2020 | Jun. 22, 2020 | Sep. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Unit price (in Dollars per share) | $ 10 | |||||||
Gross proceeds from issuance offering | $ 575,000,000 | |||||||
Offering costs | $ 4,100,000 | 32,200,000 | ||||||
Deferred underwriting fees | 2,600,000 | $ 20,100,000 | ||||||
Initial public offering, description | Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated 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. | |||||||
Business combinations fair market value percentage | 80.00% | |||||||
Percentage of outstanding voting securities | 50.00% | |||||||
Net tangible assets | $ 5,000,001 | |||||||
Aggregate public shares, percentage | 15.00% | |||||||
Redeem public shares, percentage | 100.00% | |||||||
Business combination, term | 24 months | |||||||
Dissolution expenses | $ 100,000 | |||||||
Business combination, description | Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||
Net tangible assets | $ 5,000,001 | |||||||
Decrease in additional paid-in capital | 6,200,000 | |||||||
Accumulated deficit | $ 44,600,000 | |||||||
Reclassification of shares (in Shares) | 5,074,624 | |||||||
Cash | $ 373,000 | |||||||
Working capital deficit | 1.1 | |||||||
Loan amount | 200,000 | $ 200,000 | ||||||
Sponsor [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Gross proceeds from issuance offering | 1,500,000 | |||||||
Cash | $ 25,000 | |||||||
Initial Public Offering [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Number of units issued in transaction (in Shares) | 50,000,000 | |||||||
Unit price (in Dollars per share) | $ 10 | |||||||
Gross proceeds from issuance offering | $ 500,000,000 | |||||||
Offering costs | 28,100,000 | |||||||
Deferred underwriting commissions | $ 17,500,000 | |||||||
Loan amount | $ 300,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Gross proceeds from issuance offering | $ 75,000,000 | |||||||
Purchase of shares (in Shares) | 7,500,000 | 7,500,000 | ||||||
Private Placement [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Unit price (in Dollars per share) | $ 1.5 | |||||||
Purchase of shares (in Shares) | 1,000,000 | |||||||
Purchase of warrants, shares (in Shares) | 9,000,000 | 9,000,000 | 8,000,000 | |||||
Gross proceeds | $ 12,000,000 | |||||||
Class A Common Stock [Member] | ||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Total stockholders’ equity to common stock subject to possible redemption (in Shares) | 54,800,000 | 66,400,000 | 55,100,000 | 49,400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal depository insurance coverage amount | $ 250,000 | ||
Initial public offering | $ 575,000,000 | ||
Shares purchase | 28,166,667 | ||
Valuation allowance | $ 469,000 | $ 44,000 | |
Public Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Initial public offering | $ 19,166,667 | ||
Private Placement [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Derivative liabilities | 9,000,000 | ||
Class A common stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Common stock subject to possible redemption | 57,500,000 | 57,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Class A Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 6,708,042 | $ 1,052,448 | $ 1,019,331 | $ 15,735,386 |
Denominator: | ||||
Basic and diluted weighted average common shares outstanding | 57,500,000 | 30,706,522 | 28,250,000 | 57,500,000 |
Basic and diluted net income per common share | $ 0.12 | $ 0.03 | $ 0.04 | $ 0.27 |
Class B Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 1,677,010 | $ 435,415 | $ 457,730 | $ 3,933,847 |
Denominator: | ||||
Basic and diluted weighted average common shares outstanding | 14,375,000 | 12,703,804 | 12,685,644 | 14,375,000 |
Basic and diluted net income per common share | $ 0.12 | $ 0.03 | $ 0.04 | $ 0.27 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 07, 2020 | Sep. 21, 2020 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Offering costs | $ 4.1 | $ 32.2 | |
Deferred underwriting commissions | 2.6 | $ 20.1 | |
Common stock, description | Each Unit consisted of one share of Class A common stock and one-third of one redeemable warrant (each, a “PublicWarrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Unit issued (in Shares) | 50,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 500 | ||
Offering costs | $ 28.1 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Gross proceeds | $ 75 | ||
Purchase of shares (in Shares) | 7,500,000 | 7,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 07, 2020 | Jun. 22, 2020 | Sep. 21, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Generating proceeds | $ 13,500,000 | |||||||
Loan amount | $ 200,000 | $ 200,000 | ||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of shares (in Shares) | 25,000 | 14,375,000 | ||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Initial Stockholders, description | The holders of the Founder Shares (the “Initial Stockholders”) agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) upon completion of 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 capitalizations, 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 or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of warrants, shares (in Shares) | 9,000,000 | 9,000,000 | 8,000,000 | |||||
Per share price (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||
Generating proceeds | $ 13,500,000 | $ 13,500,000 | ||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Loan amount | $ 300,000 | |||||||
Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Warrants conversion, description | Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. | |||||||
Class B Commmon Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate price | $ 25,000 | |||||||
Class A Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | 0.0001 | $ 0.0001 | ||||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Per share price (in Dollars per share) | $ 11.5 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 21, 2020 | |
Commitments & Contingencies (Details) [Line Items] | ||
Underwriting discount per share | $ 0.2 | |
Aggregate underwriting amount | $ 11.5 | |
Deferred underwriting discount per share | $ 0.35 | |
Deferred underwriting fees | $ 20.1 | $ 2.6 |
IPO [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Additional Units to cover over-allotment | 7,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Initial business combination, description | In addition, if (x) the Company issues additional shares of the Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. | |
Business combination price per share | $ 10 | |
Business combination equity percentage | 60.00% | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants, outstanding (in Shares) | 19,166,667 | |
Private Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants, outstanding (in Shares) | 9,000,000 | |
Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Exercise price | $ 11.5 | |
Warrant expire term | 5 years | |
Class A Common Stock [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Redemption of warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock 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 warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement 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 determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and ●if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Redemption price per share | $ 0.361 | |
Class A Common Stock [Member] | Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Business combination price per share | $ 9.2 |
Class A common stock subject _3
Class A common stock subject top possible redemption (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class A common stock subject top possible redemption (Details) [Line Items] | ||
Shares of common stock subject to possible redemption | 57,500,000 | 57,500,000 |
Class A Common Stock [Member] | ||
Class A common stock subject top possible redemption (Details) [Line Items] | ||
Common stock, sharers authorized | 200,000,000 | 200,000,000 |
Common stock value, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock subject _4
Class A common stock subject top possible redemption (Details) - Schedule of class A common stock subject to possible redemption | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of class A common stock subject to possible redemption [Abstract] | |
Gross proceeds from Initial Public Offering | $ 575,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (22,859,790) |
Offering costs allocated to Class A common stock subject to possible redemption | (30,966,946) |
Plus: | |
Accretion on Class A common stock subject to possible redemption amount | 53,826,736 |
Class A common stock subject to possible redemption | $ 575,000,000 |
Stockholders_ deficit (Details)
Stockholders’ deficit (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Stockholders’ deficit (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Stockholders’ equity, description | The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Class A common stock and Class B common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of the Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Class A common stock or equity-linked securities exercisable or exchangeable for or convertible into shares of the Class A common stock issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. | ||
Class A Common Stock [Member] | |||
Stockholders’ deficit (Details) [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 57,500,000 | ||
Class B Common Stock [Member] | |||
Stockholders’ deficit (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 14,375,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Decrease in fair value of liabilities | $ 10.1 | $ 2.9 | $ 2.9 | $ 21.7 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 575,386,404 | $ 575,253,315 |
Liabilities: | ||
Derivative warrant liabilities - Public | 14,183,330 | 28,661,420 |
Derivative warrant liabilities - Private | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative warrant liabilities - Public | ||
Derivative warrant liabilities - Private | ||
Significant Other Observable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative warrant liabilities - Public | ||
Derivative warrant liabilities - Private | $ 6,660,000 | $ 13,895,050 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Volatility | 12.70% | 21.00% |
Stock price (in Dollars per share) | $ 9.81 | $ 10.19 |
Expected life of the options to convert | 5 years 4 months 6 days | 6 years 1 month 28 days |
Risk-free rate | 1.03% | 0.53% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - USD ($) | 3 Months Ended | 4 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | |
Schedule of derivative warrant liabilities [Abstract] | ||||
Derivative warrant liabilities at Beginning | $ 9,900,000 | $ 8,158,440 | $ 13,895,050 | |
Derivative warrant liabilities at ending | 6,660,000 | 9,900,000 | 8,158,440 | 9,997,803 |
Issuance of Public and Private Warrants, Level 3 inputs | 33,839,160 | |||
Change in fair value of derivative warrant liabilities | $ (3,240,000) | $ 1,741,560 | $ (5,736,610) | (2,851,610) |
Transfer of Public Warrants to Level 1 | $ (20,989,747) |