Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 31, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity Registrant Name | MONTES ARCHIMEDES ACQUISITION CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39597 | |
Entity Tax Identification Number | 85-1830874 | |
Entity Address, Address Line One | 724 Oak Grove Ave Suite 130 | |
Entity Address, City or Town | Menlo Park | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | 650 | |
Local Phone Number | 384-6558 | |
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 | |
Entity Central Index Key | 0001819263 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | MAACU | |
Security Exchange Name | NASDAQ | |
Class A common stock | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | MAAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 41,071,823 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 10,267,956 | |
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | MAACW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,173,304 | $ 1,696,491 |
Prepaid expenses | 128,136 | 276,093 |
Due from underwriters | 0 | 4,877 |
Total current assets | 1,301,440 | 1,977,461 |
Cash and Marketable Securities held in Trust Account | 410,798,072 | 410,803,411 |
Total Assets | 412,099,512 | 412,780,872 |
Current liabilities: | ||
Accounts payable | 3,256,767 | 207,029 |
Accrued expenses | 5,615,000 | 240,402 |
Accrued income tax | 19,504 | 16,709 |
Franchise tax payable | 85,276 | 88,583 |
Total current liabilities | 8,976,547 | 552,723 |
Derivative warrant liabilities | 47,355,420 | 49,097,230 |
Deferred underwriting commissions | 14,375,138 | 14,375,138 |
Total liabilities | 70,707,105 | 64,025,091 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 33,639,240 and 34,375,578 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31,2020, respectively | 336,392,400 | 343,755,780 |
Stockholders' Equity: | ||
Additional paid-in capital | 23,135,928 | 15,772,622 |
Accumulated deficit | (18,137,691) | (10,774,318) |
Total stockholders' equity | 5,000,007 | 5,000,001 |
Total Liabilities and Stockholders' Equity | 412,099,512 | 412,780,872 |
Class A common stock | ||
Stockholders' Equity: | ||
Common stock | 743 | 670 |
Class B common stock | ||
Stockholders' Equity: | ||
Common stock | $ 1,027 | $ 1,027 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Shares subject to possible redemption, par value per share | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 33,639,240 | 34,375,578 |
Shares subject to possible redemption, redemption per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 7,432,583 | 6,696,245 |
Common stock, shares outstanding | 7,432,583 | 6,696,245 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 10,267,956 | 10,267,956 |
Common stock, shares outstanding | 10,267,956 | 10,267,956 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | ||
General and administrative expenses | $ 5,105,898 | $ 9,040,356 |
Administrative expenses - related party | 30,000 | 60,000 |
Franchise tax expense | 35,961 | 85,276 |
Loss from operations | (5,171,859) | (9,185,632) |
Other income (expense): | ||
Change in fair value of derivative warrant liabilities | (21,217,690) | 1,741,810 |
Interest earned on marketable securities held in Trust Account | 7,076 | 99,953 |
Net loss before taxes | (26,382,473) | (7,343,869) |
Income tax expense | 19,504 | |
Net (loss) Income | $ (26,382,473) | $ (7,363,373) |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted | 36,248,495 | 35,327,718 |
Basic and diluted net income per share, common stock subject to redemption | $ 0 | $ 0 |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted | 15,091,284 | 16,012,061 |
Basic and diluted net loss per share, non-redeemable common stock | $ (1.75) | $ (0.46) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Class A common stock | Class B common stock | Total |
Balance at the beginning at Dec. 31, 2020 | $ 670 | $ 1,027 | $ 15,772,622 | $ (10,774,318) | $ 5,000,001 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,696,245 | 10,267,956 | |||||
Class A common stock subject to possible redemption | $ (191) | (15,772,622) | (3,246,278) | (19,019,091) | |||
Class A common stock subject to possible redemption (in shares) | (1,901,909) | ||||||
Net income (loss) | 19,019,100 | 19,019,100 | |||||
Balance at the ending at Mar. 31, 2021 | $ 479 | $ 1,027 | 4,998,504 | 5,000,010 | |||
Balance at the ending (in shares) at Mar. 31, 2021 | 4,794,336 | 10,267,956 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 670 | $ 1,027 | 15,772,622 | (10,774,318) | 5,000,001 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,696,245 | 10,267,956 | |||||
Net income (loss) | (7,363,373) | ||||||
Balance at the ending at Jun. 30, 2021 | $ 743 | $ 1,027 | 23,135,928 | (18,137,691) | 5,000,007 | ||
Balance at the ending (in shares) at Jun. 30, 2021 | 7,432,583 | 10,267,956 | 41,071,823 | 10,267,956 | |||
Balance at the beginning at Mar. 31, 2021 | $ 479 | $ 1,027 | 4,998,504 | 5,000,010 | |||
Balance at the beginning (in shares) at Mar. 31, 2021 | 4,794,336 | 10,267,956 | |||||
Class A common stock subject to possible redemption | $ 264 | 23,135,928 | 3,246,278 | 26,382,470 | |||
Class A common stock subject to possible redemption (in shares) | 2,638,247 | ||||||
Net income (loss) | (26,382,473) | (26,382,473) | |||||
Balance at the ending at Jun. 30, 2021 | $ 743 | $ 1,027 | $ 23,135,928 | $ (18,137,691) | $ 5,000,007 | ||
Balance at the ending (in shares) at Jun. 30, 2021 | 7,432,583 | 10,267,956 | 41,071,823 | 10,267,956 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (7,363,373) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | $ (7,076) | (99,953) |
Change in fair value of derivative warrant liabilities | 21,217,690 | (1,741,810) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 147,957 | |
Accounts payable | 3,049,738 | |
Accrued expenses | 5,374,598 | |
Accrued income tax | 2,795 | |
Franchise tax payable | 101,984 | |
Net cash used in operating activities | (528,064) | |
Cash Flows from Financing Activities: | ||
Reimbursement of offering costs from underwriters | 4,877 | |
Net cash provided by financing activities | 4,877 | |
Net decrease in cash | (523,187) | |
Cash - beginning of the period | 1,696,491 | |
Cash - end of the period | $ 1,173,304 | 1,173,304 |
Supplemental disclosure of noncash activities: | ||
Change in Value of Class A common stock subject to possible redemption | $ (7,363,379) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Montes Archimedes Acquisition Corp. (the “Company”) was incorporated in Delaware on July 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from July 6, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the preparation for the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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 Patient Square Capital LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 6, 2020. On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions (Note 5). The underwriters exercised the over-allotment option in full and on November 12, 2020 purchased an additional 1,071,823 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million (Note 4). Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000 . Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placement, approximately $410.7 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 with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 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 an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock 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), calculated as of two The Certificate of Incorporation will provide 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 (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision 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 upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 9, 2022, (as such period may be extended pursuant to the Certificate of Incorporation, 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 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or 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 agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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, or less than, $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 discussed entering into a transaction 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 nor 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 and 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. Proposed Business Combination On May 1, 2021, we entered into a business combination agreement (the “ Business Combination Agreement Roivant Merger Sub” The Business Combination Agreement and the transactions contemplated thereby (collectively, the “ Transaction The Business Combination Agreement provides for, among other things, the following transactions: (i) Roivant’s bye-laws will be amended and restated, each outstanding share of Roivant will be subdivided (and in the case of certain non-voting shares of Roivant, converted) into common shares of Roivant (the “ Roivant Common Shares Roivant Exchange Ratio Pre-Closing Steps Merger Effective Time MAAC Sponsor MAAC Sponsor Exchange Ratio The Transaction is expected to close (the “ Closing Refer to the Company’s current report on Form 8-K, filed with the SEC on May 1, 2021, for more information. Liquidity and Going Concern Considerations As of June 30, 2021, the Company had approximately $1,173,000 cash and a working capital deficit of approximately $7,570,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of $200,000 (see Note 4) to the Company. The Company fully repaid the Note on October 9, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the portion of the proceeds of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. In connection with our assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2021, we do not have sufficient liquidity to meet our obligations in the next twelve months. However, management has determined that it has access to funds from the Sponsor that are sufficient to fund our working capital needs until the earlier of the consummation of a Business Combination or a minimum one year from the date of issuance of these financial statements. 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. 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 financial information 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 six months ended June 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, as amended, filed by the Company with the SEC on May 14, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 limit of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 June 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. 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: ● ● ● 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. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of the 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 Company accounts for its 30,750,277 warrants issued in connection with its Initial Public Offering (20,535,912)and Private Placement (10,214,365) as derivative warrant 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 (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. 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 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 to stockholders’ equity upon the completion of the Initial Public Offering. 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. Conditionally redeemable shares of Class A common stock (including shares of 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. Shares of Class A common stock of the Company feature 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 June 30, 2021 and December 31, 2020, 33,639,240 and 34,375,578 shares, respectively, of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share: For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 5,795 $ 81,862 Less: Company's portion available to be withdrawn to pay taxes (5,795) (81,862) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 36,248,495 35,327,718 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (26,382,473) $ (7,363,373) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net gain $ (26,382,473) $ (7,363,373) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 15,091,284 16,012,061 Basic and diluted net loss per share, Non-redeemable common stock $ (1.75) $ (0.46) Recent Issued Accounting Standards The Company’s management does not believe that any 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 | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On October 9, 2020, the Company consummated its Initial Public Offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.1 million (net of reimbursement of offering costs of $520,000 from the underwriters), inclusive of $14.0 million in deferred underwriting commissions. The Underwriters exercised the over-allotment option in full and on November 12, 2020 purchased an additional 1,071,823 Over-Allotment Units, generating gross proceeds of approximately $10.7 million, and incurred additional offering costs of approximately $576,000 in underwriting fees (net of reimbursement of offering costs of approximately $14,000 from the underwriters and inclusive of approximately $375,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On July 23, 2020, an affiliate of the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), with such shares subsequently transferred to the Sponsor. On October 6, 2020, the Sponsor surrendered 2,875,000 shares of Class B common stock to the Company for no consideration, resulting in a decrease of the Founder Shares from 14,375,000 shares to 11,500,000 shares. All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial stockholders agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriters exercised their Over-Allotment option in part on November 12, 2020; and the remaining over-allotment expired unexercised on November 20, 2020 resulting in a forfeiture of 1,232,044 shares of Class B common stock. 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 or (B) subsequent to the initial Business Combination; (x) if the last reported sale price of 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 that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.0 million. Simultaneously with the closing of the Over-allotment on November 12, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 214,365 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $214,000 . Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants 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 (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On July 23, 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, 2020, the Company borrowed $200,000 under the Note. The Note was fully repaid on October 9, 2020 In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that will provide that, commencing on October 7, 2020 through the earlier of consummation of the Business Combination and the liquidation, the Company will pay an affiliate of the Sponsor $10,000 per month for office space and administrative support services. For the three and six months ended June 30, 2021, the Company incurred approximately $30,000 and $60,000, respectively, within General and administrative expenses – related party. As of June 30, 2021 there was $0 in accounts payable – related party outstanding, as reflected in the accompanying unaudited condensed balance sheets. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments & Contingencies. | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any 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) are entitled to registration rights pursuant to the registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $14.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. The underwriters agreed to make a payment to the Company in an amount of 0.13% of the gross proceeds of the Initial Public Offering, or $520,000, to reimburse certain of offering expenses. The Company received such reimbursement on October 27, 2020. Upon closing of the Over-allotment on November 12, 2020, the underwriters received approximately $214,000 in fees paid upfront and eligible for an additional deferred underwriting commissions of approximately $375,000. In addition, the underwriters agreed to make an addition payment to the Company in an amount of 0.13% of the gross proceeds of the Over-allotment, or approximately $14,000, to reimburse certain of offering expenses. As of June 30, 2021, there was no outstanding balance. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The underwriters partially exercised their over-allotment option on November 12, 2020, and the remaining over-allotment expired unexercised on November 20, 2020 resulting in the forfeiture of 1,232,044 Class B common shares. As of June 30, 2021, 10,267,956 shares of Class B common stock were outstanding with no shares subject to forfeiture. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common stock and holders of our Class B common stock will vote together as a single class on all matters submitted to a vote of our 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 Business Combination at a ratio such that the number of shares of 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 Class A common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the completion of the Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor 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 Class B common stock convert into shares of Class A common stock at a rate of less than one to one. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
Warrants | Note 7— Warrant s Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described below under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00”). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than twenty The warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 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 under “Redemption of warrants when the price per Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per 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 will be identical to the Public Warrants, except that the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): · · · · if, and only if, the last reported sale price of 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). However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of our 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): · · 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 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 (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
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 June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 410,798,072 $ — $ — Liabilities: Derivative warrant liabilities - public warrants 31,625,300 — — Derivative warrant liabilities - private warrants — — 15,730,120 Total Fair Value $ 442,423,372 $ — $ 15,730,120 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 December 31, 2020 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash 289 — — Liabilities: Derivative warrant liabilities - public warrants 32,652,100 — — Derivative warrant liabilities - private warrants — — 16,445,130 Total Fair Value $ 443,455,511 $ — $ 16,445,130 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three and six months ended June 30, 2021. Level 1 assets include investments in U.S. government securities. 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 has been measured by the observable listed trading price, a Level 1 measurement, as of June 30, 2021 and December 31, 2020. The fair value of the Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs with changes in fair value recognized in the statement of operations. For the three months ended June 30, 2021, the Company recognized a loss for the change in the fair value of warrant liabilities of approximately $21.2 million, presented on the accompanying statement of operations. For the six months ended June 30, 2021, the Company recognized a gain for the change in the fair value of warrant liabilities of approximately $1.7 million, presented on the accompanying statement of operations. The change in the fair value of the level 3 derivative warrant liabilities for three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 16,445,130 Change in fair value of derivative warrant liabilities (7,762,920) Derivative warrant liabilities at March 31, 2021 $ 8,682,210 Change in fair value of derivative warrant liabilities $ 7,047,910 Derivative warrant liabilities at June 30, 2021 $ 15,730,120 The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: June 30, 2021 As of December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.89 $ 10.17 Volatility 23.1 % 22.8 % Risk-free rate 0.90 % 0.42 % Dividend yield 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9—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 on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | 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 financial information 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 six months ended June 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, as amended, filed by the Company with the SEC on May 14, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. |
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 limit of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 June 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and 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. |
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: ● ● ● 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. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of the 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
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 Company accounts for its 30,750,277 warrants issued in connection with its Initial Public Offering (20,535,912)and Private Placement (10,214,365) as derivative warrant 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 (if not market observed) and Private Placement Warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion in a risk-neutral framework. For each modeled future price, the Warrant payoff is calculated based on the contractual terms (incorporating any optimal early exercise / redemption), and then discounted at the term-matched risk-free rate. The value of the Warrants is calculated as the probability-weighted present value over all future modeled payoffs. |
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 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 to stockholders’ equity upon the completion of the Initial Public Offering. |
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. Conditionally redeemable shares of Class A common stock (including shares of 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. Shares of Class A common stock of the Company feature 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 June 30, 2021 and December 31, 2020, 33,639,240 and 34,375,578 shares, respectively, of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
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.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,750,277 shares of the Company’s common stock in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income per common share: For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 5,795 $ 81,862 Less: Company's portion available to be withdrawn to pay taxes (5,795) (81,862) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 36,248,495 35,327,718 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (26,382,473) $ (7,363,373) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net gain $ (26,382,473) $ (7,363,373) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 15,091,284 16,012,061 Basic and diluted net loss per share, Non-redeemable common stock $ (1.75) $ (0.46) |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any 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_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted per share of common stock | For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 5,795 $ 81,862 Less: Company's portion available to be withdrawn to pay taxes (5,795) (81,862) Net income attributable $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 36,248,495 35,327,718 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (26,382,473) $ (7,363,373) Less: Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable net gain $ (26,382,473) $ (7,363,373) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 15,091,284 16,012,061 Basic and diluted net loss per share, Non-redeemable common stock $ (1.75) $ (0.46) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of Company's financial assets and liabilities that are measured at fair value on a recurring basis | Fair Value Measured as of June 30, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury securities $ 410,798,072 $ — $ — Liabilities: Derivative warrant liabilities - public warrants 31,625,300 — — Derivative warrant liabilities - private warrants — — 15,730,120 Total Fair Value $ 442,423,372 $ — $ 15,730,120 Fair Value Measured as of December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account U.S. Treasury securities maturing on April 8, 2021 $ 410,803,122 $ — $ — Cash 289 — — Liabilities: Derivative warrant liabilities - public warrants 32,652,100 — — Derivative warrant liabilities - private warrants — — 16,445,130 Total Fair Value $ 443,455,511 $ — $ 16,445,130 |
Schedule of change in the fair value of the level 3 derivative warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ 16,445,130 Change in fair value of derivative warrant liabilities (7,762,920) Derivative warrant liabilities at March 31, 2021 $ 8,682,210 Change in fair value of derivative warrant liabilities $ 7,047,910 Derivative warrant liabilities at June 30, 2021 $ 15,730,120 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | June 30, 2021 As of December 31, 2020 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.89 $ 10.17 Volatility 23.1 % 22.8 % Risk-free rate 0.90 % 0.42 % Dividend yield 0.00 % 0.00 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) | May 01, 2021 | Nov. 12, 2020USD ($)shares | Oct. 09, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Description of Organization, Business Operations and Basis of Presentation | ||||||
Revenues | $ 0 | |||||
Gross proceeds | $ 10,700,000 | |||||
Proceeds from IPO and Private Placement placed in a Trust Account | $ 410,700,000 | |||||
Proceeds per unit from IPO and Private Placement placed in a Trust Account | $ / shares | $ 10 | |||||
Offering cost paid | 576,000 | |||||
Deferred underwriting commissions | $ 375,000 | 14,375,138 | $ 14,375,138 | |||
Maximum shares subject to forfeiture | shares | 1,071,823 | |||||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 4,877 | ||||
Threshold business days prior to Initial Business Combination for redemption of public shares | 2 days | |||||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |||||
Threshold trading days to redeem the shares | 10 days | |||||
Fixed exchange ratio | 2.9262 | |||||
cash | $ 1,173,000 | |||||
Working capital deficit | 7,570,000 | |||||
Related Party Loans | Working Capital Loans | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Loan amount outstanding | $ 0 | |||||
Founder Shares | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | |||||
Sponsor | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Exchange Ratio | 1 | |||||
Sponsor | Related Party Loans | Promissory Note | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Loan amount outstanding | $ 200,000 | |||||
Repayment of note payable to related party | $ 200,000 | |||||
Class A common stock | Sponsor | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 10.00% | |||||
Exchange Ratio | 0.95 | |||||
Class A common stock | Sponsor | Minimum | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Exchange Ratio | 0.75 | |||||
IPO | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Sale of units in initial public offering, gross (in shares) | shares | 40,000,000 | |||||
Price per share | $ / shares | $ 10 | |||||
Gross proceeds | $ 400,000,000 | |||||
Offering cost paid | 22,100,000 | |||||
Deferred underwriting commissions | 14,000,000 | |||||
Reimbursement of offering costs from underwriters | $ 520,000 | |||||
Percentage of aggregate fair market value of assets | 80.00% | |||||
Ownership interest to be acquired on post-transaction company | 50.00% | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15.00% | |||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100.00% | |||||
Per share value of residual assets in trust account | $ / shares | $ 10 | |||||
Interest to pay dissolution expenses | $ 100,000 | |||||
IPO | Founder Shares | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | |||||
Private Placement | Sponsor | ||||||
Description of Organization, Business Operations and Basis of Presentation | ||||||
Price per share | $ / shares | $ 1 | |||||
Gross proceeds | $ 214,000 | $ 10,000,000 | ||||
Number of warrants issued | shares | 214,365 | 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Concentration risk, credit risk, financial instrument, maximum exposure | $ 250,000 | |
Cash equivalents | 0 | $ 0 |
Income tax accrued payment of interest and penalities | $ 0 | |
Private Placement | ||
Summary of Significant Accounting Policies | ||
Number of anti-dilutive shares subject to forfeiture excluded from weighted-average shares calculation | 30,750,277 | |
Class A common stock | ||
Summary of Significant Accounting Policies | ||
Shares subject to possible redemption | 33,639,240 | 34,375,578 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to Common stock subject to possible redemption | |||
Income from investments held in Trust Account | $ 5,795 | $ 81,862 | |
Less: Company's portion available to be withdrawn to pay taxes | $ (5,795) | $ (81,862) | |
Denominator: Weighted average Class A common stock subject to possible redemption | |||
Basic and diluted weighted average shares outstanding | 36,248,495 | 35,327,718 | |
Basic and diluted net income per share | $ 0 | $ 0 | |
Numerator: Net Loss minus Net Earnings | |||
Net loss | $ (26,382,473) | $ 19,019,100 | $ (7,363,373) |
Non-redeemable net gain | $ (26,382,473) | $ (7,363,373) | |
Denominator: weighted average Non-redeemable common stock | |||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 15,091,284 | 16,012,061 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ (1.75) | $ (0.46) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) | Jun. 30, 2021shares |
Summary of Significant Accounting Policies | |
Warrants issued | 30,750,277 |
IPO | |
Summary of Significant Accounting Policies | |
Warrants issued | 20,535,912 |
Private Placement | |
Summary of Significant Accounting Policies | |
Warrants issued | 10,214,365 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering | ||||
Gross proceeds | $ 10,700,000 | |||
Offering cost paid | 576,000 | |||
Reimbursement of offering costs from underwriters | $ 14,000 | $ 4,877 | ||
Maximum shares subject to forfeiture | 1,071,823 | |||
Deferred underwriting commissions | $ 375,000 | $ 14,375,138 | $ 14,375,138 | |
Class A common stock | ||||
Initial Public Offering | ||||
Number of shares issuable per warrant (in shares) | 1 | |||
IPO | ||||
Initial Public Offering | ||||
Sale of units in initial public offering, gross (in shares) | 40,000,000 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 400,000,000 | |||
Offering cost paid | 22,100,000 | |||
Reimbursement of offering costs from underwriters | 520,000 | |||
Deferred underwriting commissions | $ 14,000,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Number of warrants in a unit | 0.5 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Nov. 20, 2020 | Oct. 06, 2020 | Jul. 23, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 12, 2020 | Oct. 05, 2020 |
Related Party Transactions | |||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||
Founder Shares | |||||||
Related Party Transactions | |||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ 25,000 | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | ||||||
Founder Shares | Maximum | |||||||
Related Party Transactions | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||||||
Class B common stock | |||||||
Related Party Transactions | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Number of shares surrendered by the Sponsor | 2,875,000 | ||||||
Shares outstanding | 10,267,956 | 10,267,956 | |||||
Maximum shares subject to forfeiture | 0 | ||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||
Class B common stock | Founder Shares | |||||||
Related Party Transactions | |||||||
Shares outstanding | 11,500,000 | 14,375,000 | |||||
Maximum shares subject to forfeiture | 1,500,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||||
Class B common stock | Founder Shares | Affiliate of Sponsor | |||||||
Related Party Transactions | |||||||
Number of shares issued | 14,375,000 | ||||||
Common stock, par value | $ 0.0001 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Nov. 12, 2020 | Oct. 09, 2020 |
Related Party Transactions | ||
Gross proceeds | $ 10,700,000 | |
Class A common stock | ||
Related Party Transactions | ||
Number of shares issuable per warrant (in shares) | 1 | |
Private Placement | Sponsor | ||
Related Party Transactions | ||
Number of warrants to purchase the shares issued (in shares) | 214,365 | 10,000,000 |
Price of warrants (in dollars per share) | $ 1 | |
Proceeds from Issuance of Warrants | $ 10,000,000 | |
Gross proceeds | $ 214,000 | $ 10,000,000 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement | Class A common stock | ||
Related Party Transactions | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($) | Oct. 09, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jul. 23, 2020 |
Related Party Transactions | |||||
General and administrative expenses - related party | $ 30,000 | $ 60,000 | |||
Related Party Loans | Working Capital Loans | |||||
Related Party Transactions | |||||
Loan amount outstanding | 0 | 0 | |||
Maximum loans convertible into warrants | $ 1,500,000 | ||||
Conversion price per warrant | $ 1 | ||||
Related Party Loans | Sponsor | Promissory Note | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Loan amount outstanding | 200,000 | 200,000 | |||
Proceeds from related party loan | $ 200,000 | ||||
Repayment of loan | $ 200,000 | ||||
Administrative Services Agreement | |||||
Related Party Transactions | |||||
General and administrative expenses - related party | 30,000 | 60,000 | |||
Accounts payable - related party | 0 | 0 | |||
Administrative Services Agreement | Affiliate of Sponsor | |||||
Related Party Transactions | |||||
Monthly office space and administrative support expenses | $ 10,000 | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 12, 2020USD ($) | Jun. 30, 2021USD ($)item$ / shares | Dec. 31, 2020USD ($) |
Commitments & Contingencies | |||
Maximum number of demands for registration of securities | item | 3 | ||
Cash underwriting discount per unit | $ / shares | $ 0.20 | ||
Cash underwriting discount | $ 8,000,000 | ||
Deferred underwriting commissions per unit | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ 375,000 | $ 14,000,000 | |
Reimbursement of offering costs receivable from the underwriter (as a percent) | 0.13% | 0.13% | |
Reimbursement of offering costs receivable from the underwriter | $ 14,000 | $ 520,000 | |
Underwriter fees payable | $ 214,000 | ||
Outstanding balance | $ 0 | $ 4,877 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Nov. 20, 2020shares | Oct. 06, 2020shares | Jul. 23, 2020USD ($)$ / sharesshares | Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 12, 2020shares | Oct. 05, 2020shares |
Stockholders' Equity | |||||||
Common stock, number of votes per share | Vote | 1 | ||||||
Maximum shares subject to forfeiture | 1,071,823 | ||||||
Founder Shares | |||||||
Stockholders' Equity | |||||||
Proceeds received from related party to cover certain expense payments in exchange for shares issued | $ | $ 25,000 | ||||||
Class A common stock | |||||||
Stockholders' Equity | |||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 7,432,583 | 6,696,245 | |||||
Common stock, shares outstanding | 7,432,583 | 6,696,245 | |||||
Shares subject to possible redemption | 33,639,240 | 34,375,578 | |||||
Common stock outstanding (in shares) | 41,071,823 | ||||||
Class B common stock | |||||||
Stockholders' Equity | |||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 10,267,956 | 10,267,956 | |||||
Number of shares surrendered by sponsor | 2,875,000 | ||||||
Common stock, shares outstanding | 10,267,956 | 10,267,956 | |||||
Maximum shares subject to forfeiture | 0 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20.00% | ||||||
Number of shares forfeited (in shares) | 1,232,044 | ||||||
Common stock outstanding (in shares) | 10,267,956 | ||||||
Class B common stock | Founder Shares | |||||||
Stockholders' Equity | |||||||
Common stock, shares outstanding | 11,500,000 | 14,375,000 | |||||
Maximum shares subject to forfeiture | 1,500,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||||
Class B common stock | Founder Shares | Affiliate of Sponsor | |||||||
Stockholders' Equity | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Number of shares issued | 14,375,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Stockholders' Equity | |
Threshold trading days for calculating volume-weighted average price | 10 days |
Class A common stock | |
Stockholders' Equity | |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 10 |
Redemption of Warrants when price per share of Class A common stock is less than $18.00 | Class A common stock | |
Stockholders' Equity | |
Threshold consecutive trading days for redemption of warrants | 20 days |
Closing of Initial Business Combination | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 9.20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Closing of Initial Business Combination | Maximum | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 18 |
Closing of Initial Business Combination | Class A common stock | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | 9.20 |
Public Warrants | |
Stockholders' Equity | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Public Warrants expiration term | 5 years |
Warrants exercisable term after the completion of a business combination | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for filing registration statement after business combination | 20 days |
Threshold maximum period for registration statement to become effective after business combination | 60 days |
Maximum redemption feature per warrant | shares | 0.361 |
Public Warrants | Class A common stock | |
Stockholders' Equity | |
Exercise price of warrants (in dollars per share) | $ 10 |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 100.00% |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Maximum | |
Stockholders' Equity | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Stockholders' Equity | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Private Placement Warrants | |
Stockholders' Equity | |
Threshold trading days for redemption of warrants | 30 days |
Private Placement Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of warrants | 20 days |
Threshold number of trading days before sending notice of redemption to warrant holders | 30 days |
Private Placement Warrants | Closing of Initial Business Combination | |
Stockholders' Equity | |
Newly Issued Price (in dollars per share) | $ 18 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on recurring basis (Details) - Recurring - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 | ||
Liabilities: | ||
Total fair value | $ 442,423,372 | $ 443,455,511 |
Level 3 | ||
Liabilities: | ||
Total fair value | 15,730,120 | 16,445,130 |
U.S. Treasury Securities | Level 1 | ||
Assets: | ||
Assets held in Trust Account | 410,798,072 | 410,803,122 |
Cash | Level 1 | ||
Assets: | ||
Assets held in Trust Account | 289 | |
Public Warrants | Level 1 | ||
Liabilities: | ||
Derivative warrant liabilities | 31,625,300 | 32,652,100 |
Private Warrants | Level 3 | ||
Liabilities: | ||
Derivative warrant liabilities | $ 15,730,120 | $ 16,445,130 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements | ||
Derivative warrant liabilities at beginning | $ 8,682,210 | $ 16,445,130 |
Change in fair value of derivative warrant liabilities | 7,047,910 | (7,762,920) |
Derivative warrant liabilities at ending | $ 15,730,120 | $ 8,682,210 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement inputs (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfer between levels | $ 0 | $ 0 | |
Change in fair value of derivative warrant liabilities | $ (21,217,690) | $ 1,741,810 | |
Level 3 | Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Level 3 | Stock Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 9.89 | 9.89 | 10.17 |
Level 3 | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 23.1 | 23.1 | 22.8 |
Level 3 | Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.90 | 0.90 | 0.42 |
Level 3 | Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0 | 0 | 0 |