Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 26, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2020 | |
Entity Registrant Name | Executive Network Partnering Corp | |
Entity Central Index Key | 0001816261 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | MA | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC.U | |
Title of 12(b) Security | CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 42,014,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENPC WS | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 300,000 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 828,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 680,925 | $ 888,097 | |
Prepaid expenses | 367,037 | 440,771 | |
Total current assets | 1,047,962 | 1,328,868 | |
Investments held in Trust Account | 414,021,780 | 414,011,571 | |
Total Assets | 415,069,742 | 415,340,439 | |
Current liabilities: | |||
Accounts payable | 184,419 | 80,044 | |
Accrued expenses | 121,500 | 107,000 | |
Franchise tax payable | 90,244 | 104,159 | |
Total current liabilities | 396,163 | 291,203 | |
Warrant liabilities | 8,932,580 | 10,929,780 | |
Total liabilities | 9,328,743 | 11,220,983 | |
Commitments and Contingencies | |||
Class A common stock; $0.0001 par value; 40,074,099 and 39,911,945 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 400,740,990 | 399,119,450 | |
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 1,069,909 | 2,691,433 | |
Retained earnings | 3,929,793 | 2,308,250 | |
Total stockholders' equity | 5,000,009 | 5,000,006 | |
Total Liabilities and Stockholders' Equity | 415,069,742 | 415,340,439 | |
Common Class A [Member] | |||
Stockholders' Equity: | |||
Common stock value | [1] | 194 | 210 |
Common Class B [Member] | |||
Stockholders' Equity: | |||
Common stock value | [1] | 30 | 30 |
Common Stock Class F [Member] | |||
Stockholders' Equity: | |||
Common stock value | $ 83 | $ 83 | |
[1] | On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 40,074,099 | 39,911,945 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares issued | 1,939,901 | 2,102,055 |
Common stock shares outstanding | 1,939,901 | 2,102,055 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 300,000 | 300,000 |
Common stock shares outstanding | 300,000 | 300,000 |
Common Stock Class F [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 828,000 | 828,000 |
Common stock shares outstanding | 828,000 | 828,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Operating expenses | ||
General and administrative expenses | $ 276,551 | |
Administrative fee—related party | 60,000 | |
Franchise tax expense | 49,315 | |
Total operating expenses | (385,866) | |
Change in fair value of warrant liabilities | 1,997,200 | |
Interest income from investments held in Trust Account | 10,209 | |
Net income | $ 1,621,543 | |
Redeemable Class A Common Stock [Member] | ||
Operating expenses | ||
Weighted average shares outstanding of Class common stock | shares | 41,400,000 | [1] |
Basic and diluted net income per share | $ / shares | $ 0 | |
Non Redeemable Class A Class B And Class F Common Stock [Member] | ||
Operating expenses | ||
Weighted average shares outstanding of Class common stock | shares | 2,984,000 | [1] |
Basic and diluted net income per share | $ / shares | $ 0.54 | |
[1] | On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) | Mar. 24, 2021 | Jul. 17, 2020 |
Common Class A [Member] | ||
Stockholders' equity note, stock split | 2.5:1 | |
Common Class B [Member] | ||
Stockholders' equity note, stock split | 2.5:1 | 100:1 |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Common Stock [Member]Common Stock Class F [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |||
Beginning balance at Dec. 31, 2020 | $ 5,000,006 | $ 210 | $ 30 | $ 83 | $ 2,691,433 | $ 2,308,250 | |||
Beginning balance (Shares) at Dec. 31, 2020 | 2,102,055 | [1] | 300,000 | [1] | 828,000 | ||||
Class A common stock subject to possible redemption | (1,621,540) | $ (16) | (1,621,524) | ||||||
Class A common stock subject to possible redemption (Shares) | [1] | (162,154) | |||||||
Net income | 1,621,543 | 1,621,543 | |||||||
Ending balance at Mar. 31, 2021 | $ 5,000,009 | $ 194 | $ 30 | $ 83 | $ 1,069,909 | $ 3,929,793 | |||
Ending balance (Shares) at Mar. 31, 2021 | 1,939,901 | [1] | 300,000 | [1] | 828,000 | ||||
[1] | On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. |
Condensed Statement of Change_2
Condensed Statement of Changes In Stockholders' Equity (Parenthetical) | Mar. 24, 2021 | Jul. 17, 2020 |
Common Class A [Member] | ||
Stockholders' equity note, stock split | 2.5:1 | |
Common Class B [Member] | ||
Stockholders' equity note, stock split | 2.5:1 | 100:1 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 1,621,543 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (1,997,200) |
Interest income from investments held in Trust Account | (10,209) |
Changes in assets and liabilities: | |
Prepaid expenses | 73,734 |
Accounts payable | 104,375 |
Accrued expenses | 14,500 |
Franchise tax payable | (13,915) |
Net cash used in operating activities | (207,172) |
Net change in cash | (207,172) |
Cash—beginning of the period | 888,097 |
Cash—end of the period | 680,925 |
Common Class A [Member] | |
Supplemental disclosure of noncash activities: | |
Change in initial value of Class A common stock subject to possible redemption | $ 1,621,540 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General Executive Network Partnering Corporation (the “Company”) is a blank check company incorporated in Delaware on June 22, 2020. The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. 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’s sponsor is ENPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from June 22, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. 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 On March 24, 2021, the Company effected a 2.5:1 forward stock split for each share of Class A common stock and Class B common stock issued and outstanding. All shares of Class A and Class B common stock and associated share amounts presented in these financial statements have been retroactively restated to reflect the stock split. Financing The registration statement for the Company’s Initial Public Offering was declared effective on September 15, 2020. On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 of its securities called CAPS ™ ™ ™ included 5,400,000 CAPS ™ $10.00 per CAPS ™ $414.0 million, and incurring offering costs of approximately $4.8 million. Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 private placement CAPS ™ ™ $10.00 per Private Placement CAPS ™ $6.1 million (Note 4). The CAPS ™ have been retroactively restated to reflect the March 24, 2021, 2.5:1 forward stock split for each share of Class A common stock and warrant. Trust Account Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ CAPS) of the net proceeds of the sale of the CAPS ™ 2a-7 The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post- transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS ™ of 100% of the Public Shares if the Company does not complete a Partnering Transaction within the Partnering Period (defined below). The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the voting power of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction. The Company will only have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The holders of the founder shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Pursuant to the letter agreement, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of $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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $681,000 in its operating bank account, working capital of approximately $652,000 and cash equivalents held in the Trust Account of approximately $414.0 million. Interest income on the balance in the Trust Account may be used to pay the Company’s franchise and income tax obligations. Through March 31, 2021, the Company has withdrawn approximately $63,000 interest earned on the Trust Account to pay franchise and income tax obligations. Management intends to use substantially all of the funds held in the Trust Account to complete the initial Business Combination and to pay the Company’s expenses relating thereto. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete the initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Company’s liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ $25,000 from the Sponsor to purchase Class F and Class B common stock, the loan under the Note of approximately $171,000 (see Note 3) to the Company to cover for offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 22, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basic of Presentation and Summa
Basic of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basic of Presentation and Summary of Significant Accounting Policies | Note 2—Basic of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended, as of December 31, 2020 and for the period from June 22, 2020 (inception) through December 31, 2020 as filed with the SEC on May , 2021, which contains the audited financial statements and notes thereto. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ $414.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of 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. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents held in Trust Account. At March 31, 2021 and December 31, 2020, 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 Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in non-operating 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.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 40,074,099 and 39,911,945 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 10,350,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 153,5000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust 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 our statement of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte Carlo simulation model and subsequently been measured based on the listed market price of such warrants. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. Income Taxes The Company follows the asset and liability method of accounting 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. ASC Topic 740, “Income Taxes” 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. Net Income per Share of Common Stock Net income per shares of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company’s statement of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class Net income per share of common stock, basic and diluted for redeemable Class A common stock is calculated by dividing the interest earned on investments held in the Trust Account of approximately $10,000 for the three months ended March 31, 2021 less franchise taxes of approximately $10,000, by the weighted average number of redeemable Class A common stock outstanding. Net income per share, basic and diluted for the aggregate of nonredeemable Class A common stock, Class B common stock and Class F common stock is calculated by dividing the net income of approximately $1.6 million for the three months ended March 31, 2021, less income and franchise tax expense attributable to redeemable Class A common stock, by the weighted average number of aggregate nonredeemable Class A common stock, Class B common stock and Class F common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Public CAPS ™ On September 18, 2020, the Company consummated its Initial Public Offering of 41,400,000 CAPS ™ included 5,400,000 CAPS ™ as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per CAPS ™ generating gross proceeds of $414.0 million, and incurring offering costs of approximately $4.8 million. Each CAPS ™ one-quarter Underwriting Agreement The Company granted the underwriters a 45-day CAPS ™ The underwriters were entitled to an underwriting discount of $0.01 per CAPS ™ or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares and Performance Shares On June 22, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 737,789 Class F common stock (the “Founder Shares”) in exchange for a capital contribution of $ 6,250, or approximately $0.008 per share and (ii) 1,200 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750, or $15.625 per share. On July 17, 2020 and March 24, 2021, the Company effected a 100:1 and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of 300,000 Performance Shares outstanding. On July 29, 2020, the Company effected a reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock. On September 17, 2020, the Company effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock splits. Of the 828,000 Founder Shares outstanding, up to 108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter’s over- allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. Private Placement CAPS ™ Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 614,000 Private Placement CAPS ™ at a price of $10.00 per Private Placement CAPS ™ to the Sponsor, generating gross proceeds to the Company of approximately $6.1 million. Each Private Placement CAPS ™ one-quarter per share. A portion of the proceeds from the sale of the Private Placement CAPS ™ Related Party Loans On June 22, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. The Company borrowed $171,000 under the Note. The Company fully repaid the Note on September 22, 2020. In order to finance transaction costs in connection with an intended initial Partnering Transaction, 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 (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into private placement CAPS ™ $10.00 per private placement CAPS ™ ™ ™ Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. The Company incurred and paid $60,000 in expenses in connection with such services during the three months ended March 31, 2021 as reflected in the accompanying unaudited condensed statement of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Performance Shares, private placement warrants and private placement shares underlying Private Placement CAPS ™ ™ Partnering Transaction Advisory Engagement Letter In September 2020, the Company engaged Evercore Group L.L.C. as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore Group L.L.C. for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to $8.1 million or approximately $9.3 million if the underwriter’s over-allotment option is exercised in full. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. |
Derivate Warrant Liabilities
Derivate Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivate Warrant Liabilities [Abstract] | |
Derivate Warrant Liabilities | Note 6 – Derivate Warrant Liabilities No fractional warrants will be issued upon separation of the CAPS ™ and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering and 30 days after the completion of a Partnering Transaction, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Partnering Transaction, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the Partnering Transaction, 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. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3 (a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the Partnering Transaction at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or its affiliates, without taking into account any 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 Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its Partnering Transaction (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 110% of the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period (the “30-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30-day 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 Partnering Transaction within the Partnering 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. As of March 31, 2021 and December 31, 2020, there were 10,503,500 warrants outstanding. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Equity Class A Common Stock Class F Common Stock The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Partnering Transaction on a one-for-one one-for-one For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. Class B Common Stock Each year following the completion of a Partnering Transaction, 10,000 shares of the Company’s Class B shares will convert into 1,000 shares of Class A common stock. However, if the price of a share of the Company’s Class A common stock exceeds $11.00 for 20 out of any 30 trading days following the completion of the Partnering Transaction, then the number of shares of Class A common stock deliverable (“conversion shares”) will be calculated as the greater of: (1) (a) 20% of the increase in the price of one Class A, year-over-year (but only after the price exceeds the “price threshold” being initially $10.00 and adjusted at the beginning of each year to be equal to the greater of: (i) the price of the Class A common stock for the previous year; and (ii) the price threshold at the end of the previous year) multiplied by (b) the number of shares of Class A common stock outstanding at the close of the Partnering Transaction, excluding those shares of Class A common stock received by the Sponsor through the Class F common stock; and (2) 2,500 shares of Class A common stock. This calculation shall be based on the Company’s fiscal year which may change as a result of the Partnering Transaction. The increase in the price of the Class A common stock, shall be based on the Company’s annual volume weighted average price (“VWAP”) for the Company’s fiscal year provided that with respect to the 12th fiscal year end following the Partnering Transaction the conversion calculation for the remaining 10,000 shares of Class B shares, the calculation shall be the greater of (i) such annual VWAP and (ii) the VWAP of the last 20 trading days of such fiscal year. The conversion shares will be calculated not only on the increase of the price of one share of Class A common stock but also on any dividends paid on one share of Class A common stock in such year. The price threshold for a particular year will be reduced by the dividends per shares of Class A common stock paid in such year. Upon a change of control, holders of the Class B shares shall receive the greater of: (a) the value of 6,000,000 shares of Class A common stock at the time of the announcement of the change of control or $60,000,000. Such calculation shall decrease by 1/12 each year. For so long as any shares of Class B common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision the Company’s amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Preferred stock |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,021,780 $ — $ — $ 414,021,780 Liabilities: Warrant liabilities—public warrants 8,797,500 — — 8,797,500 Warrant liabilities—private warrants — — 135,080 135,080 Total fair value $ 422,819,280 $ — $ 135,080 $ 422,954,360 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,011,571 $ — $ — $ 414,011,571 Liabilities: Warrant liabilities—public warrants 10,764,000 — — 10,764,000 Warrant liabilities—private warrants — — 165,780 165,780 Total fair value $ 424,775,571 $ — $ 165,780 $ 424,941,351 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. The fair value of the 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 been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in November 2020. The estimated fair value of the Private Placement Warrants has been 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 Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: March 31, 2021 Exercise price $ 11.50 Stock p $ 9.72 Term (in years) 5.00 Volatility 15.00 % Risk-free interest rate 1.20 % Dividend yield — The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Level 3 warrant liabilities at December 31, 2020 $ 165,780 Change in fair value of warrant liabilities (30,700 ) Level 3 warrant liabilities at March 31, 2021 $ 135,080 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued required potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Basic of Presentation and Sum_2
Basic of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended, as of December 31, 2020 and for the period from June 22, 2020 (inception) through December 31, 2020 as filed with the SEC on May , 2021, which contains the audited financial statements and notes thereto. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS ™ $414.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of 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. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents held in Trust Account. At March 31, 2021 and December 31, 2020, 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 Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in non-operating |
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.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 40,074,099 and 39,911,945 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheets. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued 10,350,000 warrants to purchase Class A common stock to investors in the Company’s Initial Public Offering, including the over-allotment, and simultaneously issued 153,5000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust 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 our statement of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte Carlo simulation model and subsequently been measured based on the listed market price of such warrants. The fair value of the warrants issued in connection with the Private Placement have been estimated using a Black-Scholes Option Pricing model at each measurement date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting 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. ASC Topic 740, “Income Taxes” 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. |
Net Income per Share of Common Stock | Net Income per Share of Common Stock Net income per shares of common stock is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company’s statement of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class Net income per share of common stock, basic and diluted for redeemable Class A common stock is calculated by dividing the interest earned on investments held in the Trust Account of approximately $10,000 for the three months ended March 31, 2021 less franchise taxes of approximately $10,000, by the weighted average number of redeemable Class A common stock outstanding. Net income per share, basic and diluted for the aggregate of nonredeemable Class A common stock, Class B common stock and Class F common stock is calculated by dividing the net income of approximately $1.6 million for the three months ended March 31, 2021, less income and franchise tax expense attributable to redeemable Class A common stock, by the weighted average number of aggregate nonredeemable Class A common stock, Class B common stock and Class F common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 |
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 unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,021,780 $ — $ — $ 414,021,780 Liabilities: Warrant liabilities—public warrants 8,797,500 — — 8,797,500 Warrant liabilities—private warrants — — 135,080 135,080 Total fair value $ 422,819,280 $ — $ 135,080 $ 422,954,360 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account—U.S. Treasury Securities $ 414,011,571 $ — $ — $ 414,011,571 Liabilities: Warrant liabilities—public warrants 10,764,000 — — 10,764,000 Warrant liabilities—private warrants — — 165,780 165,780 Total fair value $ 424,775,571 $ — $ 165,780 $ 424,941,351 |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: March 31, 2021 Exercise price $ 11.50 Stock p $ 9.72 Term (in years) 5.00 Volatility 15.00 % Risk-free interest rate 1.20 % Dividend yield — |
Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three months ended March 31, 2021 is summarized as follows: Level 3 warrant liabilities at December 31, 2020 $ 165,780 Change in fair value of warrant liabilities (30,700 ) Level 3 warrant liabilities at March 31, 2021 $ 135,080 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 24, 2021 | Sep. 18, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Payment towards restricted investments | $ 414,000,000 | |||
Term of restricted investments | 185 days | |||
Percentage of the public shares to be redeemed in case of non occurrence of business combination | 100.00% | |||
Amount per share to be maintained in the trust account | $ 10 | |||
Minimum net worth needed | $ 5,000,001 | |||
Period after the cut off date for consummation of business combination within which public shares shall be redeemed | 10 days | |||
Estimated expenses payable on liquidation | $ 100,000 | |||
Cash | 680,925 | $ 888,097 | ||
Net Working Capital | 652,000 | |||
Interest Earned on Held in Trust Account | 414,000,000 | |||
Working capital loans outstanding | 0 | |||
Interest earned withdrawn to pay franchise and income tax obligations | 63,000 | |||
Sponsor [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Repayment of related party debt | $ 171,000 | |||
Cut Off Period One [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time period for consummation of business combination | 24 months | |||
Date on or before which business combination shall be consummated | Sep. 18, 2022 | |||
Supported By Letter Of Intent [Member] | Cut Off Period Two [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time period for consummation of business combination | 27 months | |||
Date on or before which business combination shall be consummated | Dec. 18, 2022 | |||
Business Combination Or Partnering [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | |||
Tender Offer [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Time gap between the date on which balance in the trust account is determined and the date of prospective event | 2 days | |||
Minimum [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of net assets excluding taxes payable of the prospective acquire | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Amount per share to be maintained in the trust account | $ 10 | |||
Maximum [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Amount per share to be maintained in the trust account | $ 10 | |||
IPO [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Adjustments to additional paid in capital stock issuance costs | $ 4,100,000 | |||
Common Class A [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offer | $ 414,000,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period shares new issues | 41,400,000 | |||
Sale of stock issue price per share | $ 10 | |||
Adjustments to additional paid in capital stock issuance costs | $ 4,800,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period shares new issues | 5,400,000 | |||
Private Placement Warrants [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock Related Warrants Issued During The Period Shares | 614,000 | |||
Class of Warrant or Right, Price Per Warrant | $ 10 | |||
Stock related warrants issued during the period value | $ 6,100,000 | |||
Class B And Class F Common Stock [Member] | Sponsor [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period for services value | $ 25,000 | |||
Class A common stock and Class B common stock [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stockholders Equity Stock Split Conversion Ratio | 2.5:1 | |||
Class A common stock and warrant [Member] | ||||
Organisation And Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stockholders Equity Stock Split Conversion Ratio | 2.5:1 |
Basic of Presentation and Sum_3
Basic of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Assets held in trust non current | $ 414,021,780 | $ 414,011,571 |
Cash insured | 250,000 | |
Cash equivalents | $ 0 | |
Number of warrants or rights outstanding | 10,503,500 | 10,503,500 |
Private Placement Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Number of warrants or rights outstanding | 1,535,000 | |
Assets Held In Trust Non Current [Member] | ||
Accounting Policies [Line Items] | ||
Net asset value of asset held in trust | $ 1 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Common stock shares subject to possible redemption | 40,074,099 | 39,911,945 |
Interest earned on cash equivalents held in trust account | $ 10,000 | |
Number of warrants or rights outstanding | 10,350,000 | |
Common Class A [Member] | Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,503,500 | |
Common Class B [Member] | ||
Accounting Policies [Line Items] | ||
Net income loss before deduction of interest income earned on investments in trust account | $ 1,600,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 18, 2020USD ($)$ / sharesshares |
Common Class A [Member] | |
Proceeds from Initial Public Offering [Line Items] | |
Proceeds from initial public offer | $ | $ 414 |
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 |
IPO [Member] | |
Proceeds from Initial Public Offering [Line Items] | |
Underwriting discount per share | $ / shares | $ 0.01 |
Offering Costs | $ | $ 4.1 |
IPO [Member] | Common Class A [Member] | |
Proceeds from Initial Public Offering [Line Items] | |
Stock shares issued during the period shares new issues | shares | 41,400,000 |
Sale of stock issue price per share | $ / shares | $ 10 |
Offering Costs | $ | $ 4.8 |
Over-Allotment Option [Member] | Common Class A [Member] | |
Proceeds from Initial Public Offering [Line Items] | |
Stock shares issued during the period shares new issues | shares | 5,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 24, 2021 | Sep. 18, 2020 | Sep. 17, 2020 | Jul. 29, 2020 | Jul. 17, 2020 | Jun. 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Administrative Support Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||
Related Party Transaction Amounts Of Transaction | $ 60,000 | |||||||
Private Placement Warrants [Member] | ||||||||
Class of Warrant or Right, Price Per Warrant | $ 10 | |||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||
Right number of securities called by each warrant description | Each Private Placement CAPS consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Private Placement Warrant”). | |||||||
Conversion of debt into warrants value | $ 1,500,000 | |||||||
Conversion price per unit of debt into warrant | $ 10 | |||||||
Sponsor [Member] | ||||||||
Stock split | 1 for 1.2 | |||||||
Percentage of common stock shareholding | 20.00% | 5.00% | ||||||
Common stock shares not subject to forfeiture | 108,000 | |||||||
Number of days for a particular event to get over for determining trading period | 180 days | |||||||
Debt face value | $ 300,000 | |||||||
Repayment of notes payable | $ 171,000 | |||||||
Debt maturity date | Sep. 22, 2020 | |||||||
Common Stock Class F [Member] | ||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 828,000 | 828,000 | ||||||
Common Stock Class F [Member] | Sponsor [Member] | ||||||||
Stock issued during the period shares for services | 737,789 | |||||||
Stock issued during the period value for services | $ 6,250 | |||||||
Stock issued price per share | $ 0.008 | |||||||
Common Stock, Shares, Outstanding | 828,000 | 690,000 | ||||||
Common stock shares subject to possible redemption shares | 108,000 | |||||||
Common Class B [Member] | ||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||
Stock split | 2.5:1 | 100:1 | ||||||
Common Stock, Shares, Outstanding | 300,000 | 120,000 | 300,000 | 300,000 | ||||
Common Class B [Member] | Performance [Member] | ||||||||
Stock issued during the period shares for services | 1,200 | |||||||
Stock issued during the period value for services | $ 18,750 | |||||||
Stock issued price per share | $ 15.625 | |||||||
Stock split | 2.5:1 | 100:1 | ||||||
Common Stock, Shares, Outstanding | 300,000 | |||||||
Private Placement Warrants [Member] | ||||||||
Stock Related Warrants Issued During The Period Shares | 614,000 | |||||||
Class of Warrant or Right, Price Per Warrant | $ 10 | |||||||
Stock related warrants issued during the period value | $ 6,100,000 | |||||||
Common Class A [Member] | ||||||||
Stock issued price per share | $ 0.0001 | $ 0.0001 | ||||||
Stock split | 2.5:1 | |||||||
Common Stock, Shares, Outstanding | 1,939,901 | 2,102,055 | ||||||
Common stock shares subject to possible redemption shares | 40,074,099 | 39,911,945 | ||||||
Class or warrants or rights issue price per warrant | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2020USD ($) |
Loss Contingencies [Line Items] | |
Deferred underwriting commissions percentage payable | 2.25% |
Maximum [Member] | Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 9.3 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | 0 |
Minimum [Member] | Over-Allotment Option [Member] | |
Loss Contingencies [Line Items] | |
Deferred underwriting fees payable | $ 8.1 |
Derivate Warrant Liabilities -
Derivate Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,503,500 | 10,503,500 |
Warrants redemption price per share | $ 0.01 | |
Percentage of proceeds from share issuances | 60.00% | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,350,000 | |
Class or warrants or rights issue price per warrant | $ 11.50 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Public warrants expiry period | 5 years | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 1,535,000 | |
Warrants redemption price per share | $ 9.20 | |
Private Placement Warrants [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redemption price per share | $ 18 | |
Minimum notice period for warrants redemption | 30 days | |
Private Placement Warrants [Member] | Maximum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 30 days | |
Class of warrants exercise price adjustment percentage | 180.00% | |
Private Placement Warrants [Member] | Minimum [Member] | Share Trigger Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Class of warrants exercise price adjustment percentage | 110.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 24, 2021 | Sep. 17, 2020 | Jul. 29, 2020 | Jul. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par or stated value per share | $ 0.0001 | |||||
Preferred stock shares authorized | 1,000,000 | |||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 380,000,000 | 380,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock including temporary equity outstanding | 42,014,000 | 42,014,000 | ||||
Common stock shares subject to possible redemption shares | 40,074,099 | 39,911,945 | ||||
Common stock shares outstanding | 1,939,901 | 2,102,055 | ||||
Common stock shares issued | 1,939,901 | 2,102,055 | ||||
Percent of common stock convertible | 5.00% | |||||
Stockholders' equity note, stock split | 2.5:1 | |||||
Conversion of stock, shares issued | 1,000 | |||||
Number of common stock deliverable | 2,500 | |||||
Stock issued during period shares on conversion | 6,000,000 | |||||
Stock issued during period value on conversion | 60,000,000 | |||||
Stockholders' equity note, stock split | 2.5:1 | |||||
Common Class A [Member] | Price Threshold Limit One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 11 | |||||
Common Class A [Member] | Price Threshold Limit Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock price threshold limit | $ 10 | |||||
Percent increase in price of share | 20.00% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 1,000,000 | 1,000,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares outstanding | 300,000 | 120,000 | 300,000 | 300,000 | ||
Common stock shares issued | 300,000 | 300,000 | ||||
Stockholders' equity note, stock split | 2.5:1 | 100:1 | ||||
Conversion of stock, shares converted | 10,000 | |||||
Number of common stock deliverable remaining | 10,000 | |||||
Stockholders' equity note, stock split | 2.5:1 | 100:1 | ||||
Common Class F [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | |||||
Common stock shares outstanding | 828,000 | 690,000 | 828,000 | 828,000 | ||
Stockholders' equity, reverse stock split | 1 for 1.2 | 1 for 1.2 | ||||
Common stock shares issued | 828,000 | 828,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 8,932,580 | $ 10,929,780 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 422,954,360 | 424,941,351 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 422,819,280 | 424,775,571 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 135,080 | 165,780 |
Fair Value, Recurring [Member] | US Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 414,021,780 | 414,011,571 |
Fair Value, Recurring [Member] | US Government Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 414,021,780 | 414,011,571 |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 8,797,500 | 10,764,000 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 8,797,500 | 10,764,000 |
Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 135,080 | 165,780 |
Fair Value, Recurring [Member] | Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 135,080 | $ 165,780 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurements inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021yr |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 11.50 |
Measurement Input, Share price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 9.72 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 5 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 0.1500 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 0.0120 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurements | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in the fair value of the derivative warrant liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value of warrant liabilities | $ 1,997,200 |
Fair Value, Inputs, Level 3 [Member] | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Level 3 warrant liabilities at December 31, 2020 | 165,780 |
Change in fair value of warrant liabilities | (30,700) |
Level 3 warrant liabilities at March 31, 2021 | $ 135,080 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value transfer Amount | $ 0 |