Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Matterport, Inc./DE | |
Entity Central Index Key | 0001819394 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39790 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1695048 | |
Entity Address, Address Line One | 352 East Java Drive | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94089 | |
City Area Code | 650 | |
Local Phone Number | 641-2241 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 241,956,549 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | MTTR | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | MTTRW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 381,644 | $ 633,266 |
Prepaid assets | 696,434 | 897,754 |
Total current assets | 1,078,078 | 1,531,020 |
Deferred tax asset | 0 | 26,273 |
Investments and cash held in Trust Account | 345,030,934 | 345,008,625 |
Total assets | 346,109,012 | 346,565,918 |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 3,632,513 | 475,462 |
Related party note | 1,100,000 | 0 |
State franchise tax accrual | 77,923 | 55,241 |
Total current liabilities | 72,796,936 | 18,690,703 |
Deferred underwriting compensation | 12,075,000 | 12,075,000 |
Total liabilities | 84,871,936 | 30,765,703 |
Commitments and Contingencies | ||
Class A Common Stock subject to possible redemption, 34,500,000 shares (at redemption value of $10 per share) | 345,000,000 | 345,000,000 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 0 | 0 |
Accumulated deficit | (83,763,787) | (29,200,648) |
Total stockholders' equity (deficit) | (83,762,924) | (29,199,785) |
Total liabilities and stockholders' equity (deficit) | 346,109,012 | 346,565,918 |
Class A Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock value | 0 | 0 |
Class F Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock value | 863 | 863 |
Total stockholders' equity (deficit) | 863 | 863 |
Public Warrants | ||
Current liabilities: | ||
Warrants derivative liability | 41,331,000 | 11,040,000 |
Private Warrants | ||
Current liabilities: | ||
Warrants derivative liability | $ 26,655,500 | $ 7,120,000 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (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 |
Common stock, shares authorized | 440,000,000 | |
Class A Common Stock | ||
Class A subject to possible redemption, shares | 34,500,000 | 34,500,000 |
Class A subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Professional fees and other expenses | $ (1,385,578) | $ (4,624,546) |
State franchise taxes, other than income tax | (50,000) | (100,000) |
Change in fair value of warrant liability | (23,154,000) | (49,826,500) |
Net loss from operations | (24,589,578) | (54,551,046) |
Other income—interest income | 8,603 | 22,310 |
Loss before income taxes | (24,580,975) | (54,528,736) |
Income tax valuation allowance | 0 | (26,273) |
Net loss attributable to common shares | (24,580,975) | (54,555,009) |
Class A Common Stock | ||
Net loss attributable to common shares | $ (19,664,780) | $ (43,650,511) |
Net loss per ordinary share: | ||
Common stock - basic and diluted | $ (0.57) | $ (1.27) |
Class F Common Stock | ||
Net loss attributable to common shares | $ (4,916,195) | $ (10,912,628) |
Net loss per ordinary share: | ||
Common stock - basic and diluted | $ (0.57) | $ (1.27) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Class A Common Stock | Class F Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (29,199,785) | $ 863 | $ (29,200,648) | ||
Beginning Balance, (in shares) at Dec. 31, 2020 | 8,625,000 | ||||
Subsequent measurement under ASC 480-10-S99 against accumulated deficit | (8,130) | (8,130) | |||
Net loss | (54,555,009) | $ (43,650,511) | $ (10,912,628) | (54,555,009) | |
Ending Balance at Jun. 30, 2021 | (83,762,924) | $ 863 | (83,763,787) | ||
Ending Balance, (in shares) at Jun. 30, 2021 | 8,625,000 | ||||
Beginning Balance at Mar. 31, 2021 | (59,181,949) | $ 0 | $ 863 | $ 0 | (59,182,812) |
Beginning Balance, (in shares) at Mar. 31, 2021 | 0 | 8,625,000 | |||
Net loss | (24,580,975) | $ (19,664,780) | $ (4,916,195) | (24,580,975) | |
Ending Balance at Jun. 30, 2021 | $ (83,762,924) | $ 863 | $ (83,763,787) | ||
Ending Balance, (in shares) at Jun. 30, 2021 | 8,625,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (54,555,009) |
Changes in state franchise tax accrual | 22,682 |
Changes in prepaid assets | 201,320 |
Changes in accrued expenses, formation and offering costs | 3,157,051 |
Changes in fair value warrants derivative liability | 49,826,500 |
Changes in deferred income tax | 26,273 |
Net cash used in operating activities | (1,321,183) |
Cash used in investing activities: | |
Interest and dividends reinvested in the Trust Account | (22,309) |
Net cash used in investing activities | (22,309) |
Cash flows from financing activities: | |
Proceeds from notes and advances payable – related party | 1,100,000 |
Payment of underwriters' discounts and commissions | (8,130) |
Net cash provided by financing activities | 1,091,870 |
Increase in cash | (251,622) |
Cash at beginning of period | 633,266 |
Cash at end of period | 381,644 |
Supplemental disclosure of income and franchise taxes paid: | |
Cash paid for income and state franchise taxes | $ 77,318 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General As of June 30, 2021, Gores Holdings VI, Inc. (the “Company”), our predecessor, was a blank check company incorporated in Delaware on June 29, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of June 30, 2021, the Company had not engaged in any operations, other than to identify and consummate an initial business combination, and had not generated any operating revenue to date. The Company’s management had broad discretion with respect to the initial business combination. The Company’s Sponsor was Gores Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The Company selected December 31st as its fiscal year-end. The Company completed its initial public offering (the “Public Offering”) on December 15, 2020 (the “IPO Closing Date”). As of June 30, 2021, the Company had not generated any operating revenues. Following the Public Offering, the Company generated non-operating Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. Funds held in the Trust Account were permitted to be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 As of June 30, 2021, the Company’s amended and restated certificate of incorporation provided for the Company to have until December 15, 2022 to complete an initial business combination or obtain a Charter Extension from Shareholders. On July 22, 2021, the Company completed the previously announced business combination with Matterport, Inc., which is discussed in greater detail in Note 11. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of results that may be expected for the full year or any other period. The Company was formed on June 29, 2020. There were no activity from inception to June 30, 2020, therefore, these financials statements do not include comparative statements to prior 2020 periods. Net Income/(Loss) Per Common Share As of June 30, 2021, the Company had two classes of shares, which are referred to as Class A Common Stock (the “Class A Common Stock”) and Class F Common Stock (the “Founders Shares” or the “Class F Common Stock”). Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 11,350,000 shares of Class A Common Stock at $11.50 per share were issued on December 15, 2020. No warrants were exercised during the six months ended June 30, 2021. The 11,350,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share in 2021 as the Company had a net loss for the period. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (19,664,780 ) $ (4,916,195 ) $ (43,650,511 ) $ (10,912,628 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income/(loss) per share $ (0.57 ) $ (0.57 ) $ (1.27 ) $ (1.27 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 Redeemable Common Stock As discussed in Note 4, all of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account At June 30, 2021, the Company had $345,030,934 in the Trust Account which may be utilized for Business Combinations. At June 30, 2021, the Trust Account consisted of money market funds. At June 30, 2021, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any public shares of Class A Common Stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete an initial business combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of Class A Common Stock if the Company had been unable to complete an initial business combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s the statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On December 15, 2020, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fifth 24-month Act The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in ASC Topic 815-40 Derivatives and Hedging – Contracts in Entity’s Own Equity All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 470-20. Our shares of Class A Common Stock are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of June 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was recognized on December 31, 2020, and there has been $8,130 of additional accretion for the six months ended June 30, 2021: As of June 30, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (10,557,000 ) Class A shares issuance costs $ (19,266,180 ) Plus: Accretion of carrying value to redemption value $ (29,823,180 ) Contingently redeemable Class A Common Stock $ 345,000,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On July 24, 2020, the Sponsor purchased 17,250,000 shares of Class F Common Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on October 23, 2020, the Company effected a stock dividend with respect to its Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the Sponsor surrendered 6,468,750 Founder Shares to us for no consideration, resulting in an aggregate of 8,625,000 outstanding shares of Class F Common Stock. As a result of such surrender, the per-share one-for-one The sale of the Founders Shares is in the scope of ASC 718, “Compensation-Stock Compensation.” Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 4,450,000 warrants at a price of $2.00 per warrant (a purchase price of $8,900,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the Public Warrants, the Private Warrants are accounted for as liabilities under ASC Topic 814-40, Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on December 15, 2020. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured promissory note from the Sponsor for $300,000 to cover expenses related to the Public Offering. This Note was non-interest On March 19, 2021, the Sponsor made available to the Company a loan of up to $2,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going non-interest Administrative Services Agreement The Company entered into an administrative services agreement on December 10, 2020, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities and secretarial support. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company had paid the affiliate $120,000. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended June 30, 2021. As of June 30, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof. |
Investments and cash held in Tr
Investments and cash held in Trust | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments and cash held in Trust | 7. Investments and Cash Held in Trust As of June 30, 2021, investment securities in the Company’s Trust Account consist of $345,030,934 in money market funds. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured Warrants The Company has determined that warrants issued in connection with its initial public offering in December 2020 are subject to treatment as a liability. The Company utilizes a Monte Carlo simulation methodology to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At December 31, 2020, there were observable transactions in the Company’s public warrants and correspondingly an implied volatility. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of an initial business combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At June 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $5.99 at June 30, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. The Public Warrants were classified as Level 2 measurement as of December 31, 2020 and Level 1 measurement as of June 30, 2021. The Private Warrants were classified as Level 2 as of December 31, 2020 and June 30, 2021. The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows as of December 31, 2020: Volatility 21.0 % Risk-free interest rate 0.43 % Warrant exercise price $ 11.50 Expected term 5.5 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. As of June 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $26.7 million and $41.3 million, respectively, based on the closing price of GHVIW on that date of $5.99. As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $7.1 million and $11.0 million, respectively, based on the closing price of GHVIU on that date of $10.60. The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at December 31, 2020 $ 7,120,000 $ 11,040,000 $ 18,160,000 Change in fair value 19,535,500 30,291,000 49,826,500 Fair value at June 30, 2021 $ 26,655,500 $ 41,331,000 $ 67,986,500 The following table presents information about the Company’s 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 the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 30, 2021 Quoted Prices in Significant Significant Investments and cash held in Trust Account $ 345,030,934 $ 345,030,934 $ — $ — Public warrants 41,331,000 41,331,000 — — Private placement warrants 26,655,500 — 26,655,500 — Total $ 413,017,434 $ 386,361,934 $ 26,665,500 $ — |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | 9. Stockholders’ Equity Common Stock As of June 30, 2021, the Company was authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A Common Stock and 40,000,000 shares of Class F Common Stock. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At June 30, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock As of June 30, 2021, the Company was authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there were no shares of preferred stock issued and outstanding. |
Risk and Contingencies
Risk and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Risk and Contingencies | 10. Risk and Contingencies Management is currently evaluating the impact of the COVID-19 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Management has performed an evaluation of subsequent events through August 16, 2021 of the financial statements, noting no items which require adjustment or disclosure other than those set forth in the notes to the financial statements. On July 22, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated February 7, 2021 (the “Merger Agreement In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from Gores Holdings VI, Inc. to Matterport, Inc. As a result of the Business Combination and the other transactions contemplated by the Merger Agreement, First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC” (the “Mergers”). As a result of the First Merger, each share of outstanding capital stock of Legacy Matterport was cancelled and converted into the right to receive the merger consideration in accordance with the terms of the Merger Agreement, with the Company owning 100% of the outstanding capital stock of Legacy Matterport as the surviving corporation of the First Merger (the “Surviving Corporation”). As a result of the Second Merger, the Company owns 100% of the outstanding interests in the surviving entity of the Second Merger (the “Surviving Entity”). Following the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests in the Surviving Entity and its subsidiaries, and the stockholders of Legacy Matterport as of immediately prior to the effective time of the First Merger (the “Matterport Stockholders”) hold a portion of our Class A Common Stock. The aggregate merger consideration paid in connection with the Business Combination was 218,875,000 shares of Class A Common Stock (the “Aggregate Company Stock Consideration”). Holders of shares of Legacy Matterport’s common stock, par value $0.001 per share (“Matterport Stock”), are entitled to receive a number of newly issued shares of Class A Common Stock equal to the Aggregate Company Stock Consideration, divided by the sum of, without duplication, (a) the aggregate number of shares of Matterport Stock issued and outstanding and issuable upon conversion of Matterport’s Preferred Stock, each series with a par value of $0.001 per share (the “Matterport Preferred Stock”), plus (b) the aggregate number of shares of Matterport Stock issuable upon the exercise or settlement of all (i) options to purchase Matterport Stock granted pursuant to Matterport’s Amended and Restated 2011 Stock Incentive Plan (the “Stock Incentive Plan”), whether vested or unvested (the “Matterport Stock Options”), but excluding any Matterport Stock Options that have an exercise price equal to or greater than the cash equivalent of the Per Share Matterport Stock Consideration (as defined below), and (ii) restricted stock units covering shares of Matterport Stock granted pursuant to the Stock Incentive Plan, whether vested or unvested (the “Matterport RSUs”), in each case of clauses “(i)” and “(ii),” outstanding as of immediately prior to the effective time of the First Merger (the “Matterport Stock Adjusted Fully Diluted Shares” and, such quotient, the “Per Share Matterport Stock Consideration”). Holders of shares of Matterport’s Preferred Stock are entitled to receive a number of shares of newly issued Class A Stock equal to the Per Share Matterport Stock Consideration multiplied by the number of shares of Matterport Stock issuable upon conversion of such share of Matterport Preferred Stock as of immediately prior to the effective time of the First Merger (the “Per Share Matterport Preferred Stock Consideration”). No fractional shares of Class A Stock were issued in connection with the Business Combination. In lieu of the issuance of any fractional shares, Matterport Stockholder who otherwise would have been entitled to receive such fractional share received an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Class A Common Stock to which such Matterport Stockholder otherwise would have been entitled multiplied by (ii) $10.00. In addition to the consideration to be paid at the closing of the Business Combination, Matterport Stockholders (to the extent entitled to consideration) are entitled to receive their pro rata share of an additional number of earn-out “Earn-Out Earn-Out Earn-Out In connection with the Closing, the Founder Shares automatically converted into shares of Class A Common Stock on a one-for-one Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 29,500,000 newly issued shares of Class A Stock at a purchase price of $10.00 per share for an aggregate purchase price of $295,000,000 (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. In connection with the Business Combination, holders of 93,917 shares of Class A Common Stock exercised their rights to redeem those shares for cash at an approximate price of $10.0009 per share, for an aggregate of approximately $939,258, which was paid to such holders on the Closing Date. Immediately after giving effect to the Mergers one-for-one |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of results that may be expected for the full year or any other period. The Company was formed on June 29, 2020. There were no activity from inception to June 30, 2020, therefore, these financials statements do not include comparative statements to prior 2020 periods. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share As of June 30, 2021, the Company had two classes of shares, which are referred to as Class A Common Stock (the “Class A Common Stock”) and Class F Common Stock (the “Founders Shares” or the “Class F Common Stock”). Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 11,350,000 shares of Class A Common Stock at $11.50 per share were issued on December 15, 2020. No warrants were exercised during the six months ended June 30, 2021. The 11,350,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share in 2021 as the Company had a net loss for the period. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (19,664,780 ) $ (4,916,195 ) $ (43,650,511 ) $ (10,912,628 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income/(loss) per share $ (0.57 ) $ (0.57 ) $ (1.27 ) $ (1.27 ) |
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 as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 4, all of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of 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 revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account At June 30, 2021, the Company had $345,030,934 in the Trust Account which may be utilized for Business Combinations. At June 30, 2021, the Trust Account consisted of money market funds. At June 30, 2021, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any public shares of Class A Common Stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete an initial business combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of Class A Common Stock if the Company had been unable to complete an initial business combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s Class A Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s the statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Diluted Net Income/(Loss) Per Common Share Basic Net Income/(Loss) Per Common Share | For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ (19,664,780 ) $ (4,916,195 ) $ (43,650,511 ) $ (10,912,628 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 Basic and diluted net income/(loss) per share $ (0.57 ) $ (0.57 ) $ (1.27 ) $ (1.27 ) |
Public Offering (Tables)
Public Offering (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Public Offering [Abstract] | |
Reconciliation of Class A Common Stock | As of June 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was recognized on December 31, 2020, and there has been $8,130 of additional accretion for the six months ended June 30, 2021: As of June 30, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (10,557,000 ) Class A shares issuance costs $ (19,266,180 ) Plus: Accretion of carrying value to redemption value $ (29,823,180 ) Contingently redeemable Class A Common Stock $ 345,000,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants | The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows as of December 31, 2020: Volatility 21.0 % Risk-free interest rate 0.43 % Warrant exercise price $ 11.50 Expected term 5.5 |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Total Fair value at December 31, 2020 $ 7,120,000 $ 11,040,000 $ 18,160,000 Change in fair value 19,535,500 30,291,000 49,826,500 Fair value at June 30, 2021 $ 26,655,500 $ 41,331,000 $ 67,986,500 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s 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 the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 30, 2021 Quoted Prices in Significant Significant Investments and cash held in Trust Account $ 345,030,934 $ 345,030,934 $ — $ — Public warrants 41,331,000 41,331,000 — — Private placement warrants 26,655,500 — 26,655,500 — Total $ 413,017,434 $ 386,361,934 $ 26,665,500 $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Organization And Business Operations [Line Items] | |
Maximum maturity period | 185 days |
Private Placement | |
Organization And Business Operations [Line Items] | |
Proceeds from sale of Units in initial public offering | $ 345,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | |||
Date of incorporation | Jun. 29, 2020 | ||
Share price | $ 10 | ||
Number of warrants exercised | 0 | ||
Federal depository insurance coverage amount | $ 250,000 | ||
Sale of common stock (in shares) | 34,500,000 | ||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | $ 0 | |
Investments and cash held in Trust Account | $ 345,030,934 | $ 345,008,625 | |
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Threshold period to complete business combination from closing of public offering | 24 months | ||
Initial Public Offering | |||
Significant Accounting Policies [Line Items] | |||
Sale of common stock (in shares) | 34,500,000 | 34,500,000 | |
Warrants | |||
Significant Accounting Policies [Line Items] | |||
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings | 11,350,000 | ||
Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Number of warrants sold | 11,350,000 | ||
Share price | $ 11.50 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Diluted Net Income/(Loss) Per Common Share Basic Net Income/(Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator: | ||
Allocation of net income/(loss) | $ (24,580,975) | $ (54,555,009) |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income/(loss) | $ (19,664,780) | $ (43,650,511) |
Denominator: | ||
Weighted-average shares outstanding | 34,500,000 | 34,500,000 |
Basic and diluted net income/(loss) per share | $ (0.57) | $ (1.27) |
Class F Common Stock | ||
Numerator: | ||
Allocation of net income/(loss) | $ (4,916,195) | $ (10,912,628) |
Denominator: | ||
Weighted-average shares outstanding | 8,625,000 | 8,625,000 |
Basic and diluted net income/(loss) per share | $ (0.57) | $ (1.27) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||
Sale of common stock (in shares) | 34,500,000 | |||
Additional Accretion of caarying value to redemption value was recognised | $ 8,130 | |||
Gross proceeds excluding over-allotment | $ 345,000,000 | |||
Change in fair value of warrants | $ 23,154,000 | $ 49,826,500 | ||
Percentage of deferred underwriting discount | 3.50% | |||
Initial Public Offering | ||||
Class Of Stock [Line Items] | ||||
Sale of common stock (in shares) | 34,500,000 | 34,500,000 | ||
Sale of stock, price per unit | $ 10 | |||
Percentage of upfront underwriting discount | 2.00% | |||
Upfront underwriting discount | $ 6,900,000 | |||
Percentage of deferred underwriting discount | 3.50% | |||
Deferred underwriting discount | $ 12,075,000 | |||
Over-Allotment Option | ||||
Class Of Stock [Line Items] | ||||
Sale of common stock (in shares) | 4,500,000 | |||
Warrant | ||||
Class Of Stock [Line Items] | ||||
Number of shares contribute each unit | 0.20 | |||
Warrant exercisable term | 30 days | |||
Warrant exercisable term from closing of public offer | 12 months | |||
Warrant expiration term | 5 years | |||
Number of months to complete business combination | 24 months | |||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of shares contribute each unit | 1 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of shares warrant may be converted | 1 | |||
Warrants exercise price | $ 11.50 | |||
Public Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrants derivative liability | $ 41,331,000 | $ 41,331,000 | $ 11,040,000 | |
Change in fair value of warrants | 30,291,000 | |||
Public Warrants | Initial Public Offering | ||||
Class Of Stock [Line Items] | ||||
Warrants derivative liability | $ 10,557,000 | $ 10,557,000 |
Public Offering - Reconciliatio
Public Offering - Reconciliation of Class A Common Stock (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Contingently redeemable Class A Common Stock | $ 345,000,000 | $ 345,000,000 |
Public Warrants | ||
Class Of Stock [Line Items] | ||
Proceeds allocated to public warrants | (41,331,000) | $ (11,040,000) |
Initial Public Offering | ||
Class Of Stock [Line Items] | ||
Gross proceeds | 345,000,000 | |
Class A shares issuance costs | (19,266,180) | |
Accretion of carrying value to redemption value | (29,823,180) | |
Contingently redeemable Class A Common Stock | 345,000,000 | |
Initial Public Offering | Public Warrants | ||
Class Of Stock [Line Items] | ||
Proceeds allocated to public warrants | $ (10,557,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 19, 2021USD ($) | Dec. 15, 2020shares | Nov. 13, 2020USD ($)$ / sharesshares | Oct. 01, 2020USD ($)shares | Sep. 11, 2020shares | Jul. 24, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 10, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | shares | 34,500,000 | |||||||
Payments to affiliate | $ 120,000 | |||||||
Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | shares | 34,500,000 | 34,500,000 | ||||||
Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares warrant may be converted | shares | 1 | |||||||
Founder Shares | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued, price per share | $ / shares | $ 0.003 | |||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20.00% | |||||||
Founder Shares | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion ratio | 1 | |||||||
Founder Shares | Sponsor | Class F Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of common stock | shares | 17,250,000 | |||||||
Sale of common stock, value | $ 25,000 | |||||||
Shares issued, price per share | $ / shares | $ 0.001 | |||||||
Number of shares surrendered during period | shares | 6,468,750 | 8,625,000 | ||||||
Consideration value for number of shares surrendered during period | $ 0 | $ 0 | ||||||
Aggregate outstanding shares of common stock held by the initial stockholders | shares | 8,625,000 | |||||||
Founder shares transferred to independent directors | shares | 25,000 | |||||||
Stock dividends, shares | shares | 6,468,750 | |||||||
Private Placement Warrants | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants sold, price per warrant | $ / shares | $ 11.50 | |||||||
Number of shares warrant may be converted | shares | 1 | |||||||
Private Placement Warrants | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants sold | shares | 4,450,000 | |||||||
Warrants sold, price per warrant | $ / shares | $ 2 | |||||||
Proceeds from sale of warrants | $ 8,900,000 | |||||||
Sponsor Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount advanced by related party | $ 1,100,000 | |||||||
Debt instrument, call feature | The note is unsecured, non-interest bearing and matures on the earlier of: (i) January 31, 2022 or (ii) the date on which the Company consummates the Business Combination. | |||||||
Proceeds from related party promissory note | 1,100,000 | |||||||
Sponsor Loan | Initial Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount of loan | $ 300,000 | |||||||
Amount advanced by related party | 300,000 | |||||||
Aggregate issuance of unsecured promissory note | 300,000 | |||||||
Proceeds from related party promissory note | $ 300,000 | |||||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreed to pay to affiliate, monthly for office space, utilities and secretarial support | $ 20,000 | |||||||
Promissory Note | Sponsor Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount of loan | 2,000,000 | |||||||
Aggregate issuance of unsecured promissory note | $ 2,000,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Deferred Underwriting Compensation [Abstract] | ||
Deferred compensation liability classified noncurrent | $ 12,075,000 | $ 12,075,000 |
Percentage of deferred underwriting discount | 3.50% | |
Deferred underwriting discount if business combination not completed | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | $ 0 |
Investments and Cash Held in _2
Investments and Cash Held in Trust - Additional Information (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | $ 345,030,934 | $ 345,008,625 |
Money Market Funds | ||
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | 345,030,934 | |
Cash | ||
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | $ 345,030,934 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 15, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Closing price | $ 10 | ||
Expected Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Private placement warrants and public warrants, measurement input | 0 | 0 | |
Until Close of Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 6 months | 6 months | |
Subsequent to Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | 5 years | |
Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
Closing price | $ 5.99 | $ 10.60 | |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Aggregate values of Warrants | $ | $ 26,655,500 | $ 7,120,000 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Closing price | $ 5.99 | ||
Aggregate values of Warrants | $ | $ 41,331,000 | $ 11,040,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants (Details) | Dec. 31, 2020 |
Implied Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Private placement warrants and public warrants, measurement input | 21 |
Risk-Free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Private placement warrants and public warrants, measurement input | 0.43 |
Warrant Exercise Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Private placement warrants and public warrants, measurement input | 11.50 |
Expected Term | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Private placement warrants and public warrants, expected term | 5 years 6 months |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at December 31, 2020 | $ 18,160,000 |
Change in fair value | 49,826,500 |
Fair value at March 31, 2021 | 67,986,500 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at December 31, 2020 | 7,120,000 |
Change in fair value | 19,535,500 |
Fair value at March 31, 2021 | 26,655,500 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at December 31, 2020 | 11,040,000 |
Change in fair value | 30,291,000 |
Fair value at March 31, 2021 | $ 41,331,000 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | $ 345,030,934 | $ 345,008,625 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 345,030,934 | |
Total | 413,017,434 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 345,030,934 | |
Total | 386,361,934 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 26,665,500 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 41,331,000 | 11,040,000 |
Public Warrants | Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 41,331,000 | |
Public Warrants | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 41,331,000 | |
Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 26,655,500 | $ 7,120,000 |
Private Placement Warrants | Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 26,655,500 | |
Private Placement Warrants | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | $ 26,655,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 440,000,000 | |
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 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock subject to redemption, shares issued | 34,500,000 | 34,500,000 |
Common stock subject to redemption, shares outstanding | 34,500,000 | |
Class F Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Subsequent Events - Additonal I
Subsequent Events - Additonal Information (Details) - USD ($) | Jul. 22, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Subsequent Event [Line Items] | ||||
Share Price | $ 10 | |||
Stock Issued During Period, Shares, New Issues | 34,500,000 | |||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares, Issued | 291,406,633 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 8,625,000 | |||
Subsequent Event [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares, Issued | 241,956,549 | |||
Common Stock, Shares, Outstanding | 45,399,537 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 4,049,547 | |||
Subsequent Event [Member] | PIPE Investment [Member] | ||||
Subsequent Event [Line Items] | ||||
Share Price | $ 10 | |||
Stock Issued During Period, Shares, New Issues | 29,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 295,000,000 | |||
Subsequent Event [Member] | Surviving Entity [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Subsequent Event [Member] | Business Combination [Member] | ||||
Subsequent Event [Line Items] | ||||
Share Price | $ 10.0009 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 93,917 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 939,258 | |||
Subsequent Event [Member] | Matterport Stockholders [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares, Issued | 218,875,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Subsequent Event [Member] | Matterport Stockholders [Member] | Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 23,460,000 |