Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | GORES METROPOULOS II, INC. | |
Entity Central Index Key | 0001819395 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity File Number | 001-39907 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2097088 | |
Entity Address, Address Line One | 6260 Lookout Rd. | |
Entity Address, City or Town | Boulder | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80301 | |
City Area Code | 310 | |
Local Phone Number | 209-3010 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | |
Security12b Title | Class A Common Stock | |
Trading Symbol | GMII | |
Security Exchange Name | NASDAQ | |
Class F Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,250,000 | |
Warrants | ||
Document Information [Line Items] | ||
Security12b Title | Warrants | |
Trading Symbol | GMIIW | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information [Line Items] | ||
Security12b Title | Units | |
Trading Symbol | GMIIU | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 39,734 | $ 160,314 |
Deferred offering costs | 285,941 | |
Prepaid assets | 1,276,826 | |
Total current assets | 1,316,560 | 446,255 |
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Total assets | 451,346,153 | 446,255 |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 4,123,283 | 158,255 |
State franchise tax accrual | 150,000 | 2,918 |
Notes and advances payable – related party | 1,500,000 | 300,000 |
Total current liabilities | 30,423,283 | 461,173 |
Deferred underwriting compensation | 15,750,000 | |
Total liabilities | 46,173,283 | 461,173 |
Commitments and contingencies | ||
Class A subject to possible redemption, 45,000,000 and -0- shares at September 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share) | 450,000,000 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in-capital | 23,850 | |
Accumulated deficit | (44,828,255) | (39,918) |
Total stockholders’ equity (deficit) | (44,827,130) | (14,918) |
Total liabilities and stockholders’ equity (deficit) | 451,346,153 | 446,255 |
Public Warrants | ||
Current liabilities: | ||
Warrants derivative liability | 15,300,000 | |
Private Warrants | ||
Current liabilities: | ||
Warrants derivative liability | 9,350,000 | |
Class F Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | 1,125 | 1,150 |
Total stockholders’ equity (deficit) | $ 1,125 | $ 1,150 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 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 | 45,000,000 | 0 |
Shares 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 |
Common stock, shares issued | 45,000,000 | 0 |
Common stock, shares outstanding | 45,000,000 | 0 |
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 | 11,250,000 | 11,500,000 |
Common stock, shares outstanding | 11,250,000 | 11,500,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Professional fees and other expenses | $ (20,500) | $ (1,495,007) | $ (5,678,785) |
State franchise taxes, other than income tax | (1,245) | (50,000) | (150,000) |
Gain/(loss) from change in fair value of warrant liabilities | (4,350,000) | 1,595,000 | |
Allocated expense for warrant issuance cost | (918,141) | ||
Net loss from operations | (21,745) | (5,895,007) | (5,151,926) |
Other income - interest income | 11,344 | 29,593 | |
Net loss before income taxes | (21,745) | (5,883,663) | (5,122,333) |
Net loss attributable to common shares | $ (21,745) | $ (5,883,663) | $ (5,122,333) |
Net loss per ordinary share: | |||
Common Stock - basic and diluted | $ 0 | ||
Class A Common Stock | |||
Net loss per ordinary share: | |||
Common Stock - basic and diluted | $ (0.10) | $ (0.87) | |
Class F Common Stock | |||
Net loss per ordinary share: | |||
Common Stock - basic and diluted | $ 0 | $ (0.10) | $ (0.87) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Class A Common Stock | Class F Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Jul. 20, 2020 | |||||
Beginning Balance (shares) at Jul. 20, 2020 | |||||
Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 | 25,000 | $ 1,150 | 23,850 | ||
Sale of Class F common stock, shares, to Sponsor on July 23, 2020 | 11,500,000 | ||||
Net loss | (21,745) | (21,745) | |||
Ending Balance at Sep. 30, 2020 | 3,255 | $ 1,150 | 23,850 | (21,745) | |
Ending Balance (shares) at Sep. 30, 2020 | 11,500,000 | ||||
Beginning Balance at Dec. 31, 2020 | (14,918) | $ 1,150 | 23,850 | (39,918) | |
Beginning Balance (shares) at Dec. 31, 2020 | 11,500,000 | ||||
Forfeited Class F Common stock by Sponsor | $ (25) | 25 | |||
Forfeited Class F Common stock by Sponsor (shares) | (250,000) | ||||
Excess of fair value paid by founders for warrants | 1,045,000 | 1,045,000 | |||
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital | (1,068,875) | $ (1,068,875) | |||
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit | (39,666,004) | (39,666,004) | |||
Net loss | (5,122,333) | (5,122,333) | |||
Ending Balance at Sep. 30, 2021 | (44,827,130) | $ 1,125 | (44,828,255) | ||
Ending Balance (shares) at Sep. 30, 2021 | 11,250,000 | ||||
Beginning Balance at Jun. 30, 2021 | (38,943,467) | $ 1,125 | (38,944,592) | ||
Beginning Balance (shares) at Jun. 30, 2021 | 11,250,000 | ||||
Net loss | (5,883,663) | (5,883,663) | |||
Ending Balance at Sep. 30, 2021 | $ (44,827,130) | $ 1,125 | $ (44,828,255) | ||
Ending Balance (shares) at Sep. 30, 2021 | 11,250,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 23, 2020 |
Class F Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ (21,745) | $ (5,122,333) |
Changes in state franchise tax accrual | 1,245 | 147,082 |
Changes in prepaid assets | (1,276,826) | |
Changes in accrued expenses, formation and offering costs | 4,000 | 4,250,969 |
Issuance costs related to warrant liabilities | 918,141 | |
Changes in fair value warrants derivative liabilities | (1,595,000) | |
Net cash used by operating activities | (16,500) | (2,677,967) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (450,000,000) | |
Interest and dividends reinvested in the Trust Account | (29,593) | |
Net cash used in investing activities | (450,029,593) | |
Cash flows from financing activities: | ||
Proceeds from sale of Class F Common Stock | 25,000 | |
Proceeds from sale of Units in initial public offering | 450,000,000 | |
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | |
Proceeds from notes and advances payable – related party | 300,000 | 1,500,000 |
Repayment of notes and advances payable – related party | (300,000) | |
Payment of underwriters’ discounts and commissions | (9,000,000) | |
Payment of accrued offering costs | (78,000) | (613,020) |
Net cash provided by financing activities | 247,000 | 452,586,980 |
Increase/(decrease) in cash | 230,500 | (120,580) |
Cash at beginning of period | 160,314 | |
Cash at end of period | 230,500 | 39,734 |
Supplemental disclosure of income and franchise taxes paid: | ||
Deferred underwriting compensation | 15,750,000 | |
Cash paid for income and state franchise taxes | $ 2,918 | |
Deferred offering costs | $ 106,248 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Metropoulos II, Inc. (the “Company”) was incorporated in Delaware on July 21, 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 has not engaged in any operations, other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st The Company completed the Public Offering on January 22, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Business Combination On April 29, 2021, Gores Metropoulos II, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sunshine Merger Sub I, Inc. (“First Merger Sub”), Sunshine Merger Sub II, LLC (“Second Merger Sub”), and Sonder Holdings Inc. (“Sonder”), which provides for, among other things: (a) the merger of First Merger Sub with and into Sonder, with Sonder continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Sonder with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the Board of Directors of the Company on April 29, 2021 and the Board of Directors of Sonder (the “Sonder Board”) on April 29, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the Effective Time, (a) each share of Sonder’s Common Stock, par value $0.000001 per share (the “Sonder Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and (b) each share of Sonder’s Special Voting Series AA Common Stock, par value $0.000001 per share (“Sonder Special Voting Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Special Voting Common Stock, par value $0.000001 per share (the “Company Special Voting Common Stock”), equal to the Per Share Company Special Voting Stock Consideration (as defined in the Merger Agreement). Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders of Sonder will be an aggregate number of shares of Company Common Stock (deemed to have a value of $10.00 per share) equal to $2,176,603,000, divided by $10.00. Furthermore, the Company will reserve for issuance to each holder of Series AA Common Exchangeable Preferred Shares of Sonder Canada Inc., an affiliate of Sonder (“Sonder Canada” and, such shares, the “Sonder Canada Exchangeable Common Shares”), upon the exchange thereof following the closing of the Business Combination, an aggregate number of shares of Company Common Stock equal to the number of shares of Company Special Voting Common Stock issuable pursuant to the Merger Agreement. In addition to the consideration to be paid at the closing of the Business Combination, holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder as of immediately prior to the Effective Time will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Common Stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 14,500,000 shares collectively issuable to all such holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder. On October 27, 2021, the parties entered into an amendment to the Merger Agreement (“ Amendment No. 1 Company Common Stock equal to the result of divided by Class F Common Stock Share Surrender Agreement Subscription Agreements Business Combination The foregoing summary of Amendment No. 1 is qualified in its entirety by the text of Amendment No. 1 (including the form of the Company’s Amended and Restated Certificate of Incorporation and the form of the Company’s Amended and Restated Bylaws). Treatment of Sonder’s Equity Awards Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Sonder’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Common Stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. The covenants of the respective parties to the Merger Agreement will also not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Sonder to use commercially reasonable efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Sonder to cooperate in the preparation of the Registration Statement, Proxy Statement and Consent Solicitation Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining after the completion of the redemption offer in relation to Company Common Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by certain majorities of holders of various classes of Sonder’s capital stock comprising the Company Requisite Approval (as defined in the Merger Agreement, and referred to hereinafter as the “Sonder Requisite Approval”), (f) the delivery of the Canadian Approvals (as defined in the Merger Agreement) to the Company, (g) the effectiveness of the Registration Statement (as defined below) under the Securities Act, and (h) the receipt of the approval for listing by Nasdaq of the Company Common Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing. Private Placement Subscription Agreements On April 29, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors and Gores Metropoulos Sponsor II, LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 20,000,000 shares of Company Common Stock in a private placement for $10.00 per share (the “Private Placement”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) if the closing of the Business Combination shall not have occurred by October 28, 2021. As of the date hereof, the shares of Company Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing of the Business Combination, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. On October 27, 2021, the parties entered into an amendment to the Existing Subscription Agreements (the “Existing Subscription Amendment”), pursuant to which, among other things, the date such Existing Subscription Agreements terminate if the Business Combination has not been consummated was extended from October 28, 2021 to January 31, 2022. On October 27, 2021, the Company entered into subscription agreements (the “New Subscription Agreements”) with certain investors, including the Sponsor (the “New Subscribers”), pursuant to which the New Subscribers have agreed to purchase an aggregate of 11,507,074 shares of Company Common Stock in a private placement for $8.89 per share (the “New PIPE”). Each New Subscription Agreement is to terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such New Subscription Agreement; (c) any of the conditions to closing set forth in such New Subscription Agreement not being satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such New Subscription Agreement not being consummated at the closing; and (d) January 31, 2022, if the closing of the Business Combination shall not have occurred by such date. Share Surrender Agreement On October 27, 2021, the Company entered into a share surrender agreement (the “ Share Surrender Agreement Additional Sponsor Commitment Subscription Agreement On October 27, 2021, the Company entered into a subscription agreement (the “ Additional Sponsor Commitment Subscription Agreement Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $450,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $450,000,000 Public Offering and its sale of $11,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can 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 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per unit in the Public Offering. 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 growth companies but any such 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 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 Securities and Exchange Commission (“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 September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 14,500,000 shares of Common Stock at $11.50 per share were issued on January 22, 2021. At September 30, 2021, no warrants have been exercised. The 14,500,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 For the Nine Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930 ) $ (1,176,733 ) $ - $ (21,745 ) $ (36,043,721 ) $ (9,813,491 ) $ - $ (21,745 ) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 - 11,500,000 41,538,462 11,309,524 - 11,500,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ - $ (0.00 ) $ (0.87 ) $ (0.87 ) $ - $ (0.00 ) 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 Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 45,000,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. 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 FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. 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. Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $450,029,593 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides 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 the Business Combination; (ii) the redemption of any public shares of 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 the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s 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 statements 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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 on a regular basis or if a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, 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 franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by January 22, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2021 and December 31, 2020, the Company had current liabilities of $30,423,283 and $461,173, respectively, and working capital of ($29,106,723) and ($14,918), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On January 22, 2021, the Company sold 45,000,000 units at a price of $10.00 per unit (the “Units”), including 5,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $450,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-fifth 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 FASB ASC Topic 815-40 “ Derivatives and Hedging – Contracts in Entity’s Own Equity All of the 45,000,000 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 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “ Debt – Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 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 fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of September 30, 2021 Gross proceeds $ 450,000,000 Less: Proceeds allocated to public warrants $ (16,290,000 ) Class A shares issuance costs $ (24,444,879 ) Plus: Accretion of carrying value to redemption value $ (40,734,879 ) Contingently redeemable Class A Common Stock $ 450,000,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On July 23, 2020, the Sponsor purchased 11,500,000 Founder Shares for $25,000, or approximately $0.002 per share. On January 12, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. On March 7, 2021, the Sponsor forfeited 250,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 5,500,000 whole warrants at a price of $2.00 per warrant (a purchase price of approximately $11,000,000) in a private placement that occurred simultaneously with the completion of 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 Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants are not redeemable so long as they are held by our 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. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On February 17, 2021, the Sponsor made available to the Company a loan of up to $1,500,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Proposed Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 28, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination. As of September 30, 2021, the amount advanced by Sponsor to the Company was $1,500,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on January 19, 2021 (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 period commencing January 19, 2021 through September 30, 2021 the Company has paid the affiliate $167,742. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $15,750,000 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 | 9 Months Ended |
Sep. 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 income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021. 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 September 30, 2021. As of September 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. |
Cash, Cash Equivalents and Othe
Cash, Cash Equivalents and Other Investments Held in Trust Account | 9 Months Ended |
Sep. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Cash, Cash Equivalents and Other Investments Held in Trust Account | 7 . Cash, Cash Equivalents and Other Investments Held in Trust Account As of September 30, 2021, investment securities in the Company’s Trust Account consist of $450,029,593 in money market funds. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 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 and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements 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 and March 31, 2021, was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At September 30, 2021, there were observable transactions in the Company’s public warrants. 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 a 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 September 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.70 at September 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 key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of January 20, 2021 September 30, 2021* Implied volatility/Volatility 20.0 % - Risk-free interest rate 0.53 % - Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.1 *Volatility and risk-free rate were not utilized in computation. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of September 30, 2021, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of September 30, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $9.4 million and $15.3 million, respectively, based on the closing price of GMIIW on that date of $1.70. As of January 20, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $10.0 million and $16.3 million, respectively, based on the closing price of GMIIU on that date of $11.16. The following table presents the changes in the fair value of warrant liabilities: Private placement warrants Public warrants Total warrant liabilities Fair value at January 20, 2021 $ 9,955,000 $ 16,290,000 $ 26,245,000 Change in fair value (605,000 ) (990,000 ) (1,595,000 ) Fair value at September 30, 2021 $ 9,350,000 $ 15,300,000 $ 24,650,000 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 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: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs Description 2021 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 450,029,593 $ 450,029,593 $ — $ — Derivative warrant liabilities: Public warrants (15,300,000 ) (15,300,000 ) — — Private placement warrants (9,350,000 ) — (9,350,000 ) — |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021 and December 31, 2020, there were 45,000,000 and -0- shares of Class A Common Stock and 11,250,000 and 11,500,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is 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 Board of Directors. At September 30, 2021, there were no shares of preferred stock issued and outstanding. |
Risk and Uncertainties
Risk and Uncertainties | 9 Months Ended |
Sep. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
Risk and Uncertainties | 10. Risk and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On November 12, 2021, the Sponsor made available to the Company a loan of up to $1,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 28, 2022 or (ii) the date on which the Company consummates a Business Combination. As of November 15, 2021, the Sponsor had not advanced any amount on this note. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 Securities and Exchange Commission (“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 September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 14,500,000 shares of Common Stock at $11.50 per share were issued on January 22, 2021. At September 30, 2021, no warrants have been exercised. The 14,500,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 For the Nine Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930 ) $ (1,176,733 ) $ - $ (21,745 ) $ (36,043,721 ) $ (9,813,491 ) $ - $ (21,745 ) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 - 11,500,000 41,538,462 11,309,524 - 11,500,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ - $ (0.00 ) $ (0.87 ) $ (0.87 ) $ - $ (0.00 ) |
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 |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 45,000,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s 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, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. 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 FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. 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. |
Cash Cash Equivalents and Other Investments Held in Trust Account | Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $450,029,593 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides 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 the Business Combination; (ii) the redemption of any public shares of 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 the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, 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 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 statements 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 on a regular basis or if a Business Combination is completed where the impact could be material. |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, 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 franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by January 22, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2021 and December 31, 2020, the Company had current liabilities of $30,423,283 and $461,173, respectively, and working capital of ($29,106,723) and ($14,918), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 For the Nine Months Ended September 30, 2021 For the period from July 21, 2020 (inception) through September 30, 2020 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930 ) $ (1,176,733 ) $ - $ (21,745 ) $ (36,043,721 ) $ (9,813,491 ) $ - $ (21,745 ) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 - 11,500,000 41,538,462 11,309,524 - 11,500,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ - $ (0.00 ) $ (0.87 ) $ (0.87 ) $ - $ (0.00 ) |
Public Offering (Tables)
Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Abstract] | |
Reconciliation of Class A Common Stock | As of September 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 fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of September 30, 2021 Gross proceeds $ 450,000,000 Less: Proceeds allocated to public warrants $ (16,290,000 ) Class A shares issuance costs $ (24,444,879 ) Plus: Accretion of carrying value to redemption value $ (40,734,879 ) Contingently redeemable Class A Common Stock $ 450,000,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 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 for the relevant periods: As of January 20, 2021 September 30, 2021* Implied volatility/Volatility 20.0 % - Risk-free interest rate 0.53 % - Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.1 *Volatility and risk-free rate were not utilized in computation. |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private placement warrants Public warrants Total warrant liabilities Fair value at January 20, 2021 $ 9,955,000 $ 16,290,000 $ 26,245,000 Change in fair value (605,000 ) (990,000 ) (1,595,000 ) Fair value at September 30, 2021 $ 9,350,000 $ 15,300,000 $ 24,650,000 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 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: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs Description 2021 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 450,029,593 $ 450,029,593 $ — $ — Derivative warrant liabilities: Public warrants (15,300,000 ) (15,300,000 ) — — Private placement warrants (9,350,000 ) — (9,350,000 ) — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Oct. 27, 2021 | Apr. 29, 2021 | Jan. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 23, 2020 |
Organization And Business Operations [Line Items] | ||||||
Date of incorporation | Jul. 21, 2020 | |||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | $ 450,000,000 | ||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||
Funds held in trust account, maturity description | Funds held in the Trust Account can 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 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. | |||||
Annual limit of regulatory withdrawal | $ 900,000 | |||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | |||||
Redemption percentage of shares if business combination not completed | 100.00% | |||||
Threshold period to complete business combination from closing of public offering | 24 months | |||||
Dissolution expenses, maximum allowed | $ 100,000 | |||||
Private Placement | ||||||
Organization And Business Operations [Line Items] | ||||||
Amount placed in trust account | $ 450,000,000 | |||||
Proceeds from sale of Units in initial public offering | 450,000,000 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||
Minimum | ||||||
Organization And Business Operations [Line Items] | ||||||
Threshold net tangible assets | $ 5,000,001 | |||||
Percentage of fair market value | 80.00% | |||||
Class F Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class F Common Stock | Private Placement | ||||||
Organization And Business Operations [Line Items] | ||||||
Shares agreed to surrender under share surrender agreement | 1,277,285 | |||||
Class A Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Redemption percentage of shares if business combination not completed | 100.00% | |||||
Class A Common Stock | Maximum | ||||||
Organization And Business Operations [Line Items] | ||||||
Threshold net tangible assets | $ 5,000,001 | |||||
Threshold period to complete business combination from closing of public offering | 24 months | |||||
Common Stock | Private Placement | ||||||
Organization And Business Operations [Line Items] | ||||||
Number of shares purchased | 20,000,000 | |||||
Purchase price per share | $ 10 | |||||
Common Stock | Private Placement | New Subscription Agreements | ||||||
Organization And Business Operations [Line Items] | ||||||
Number of shares purchased | 11,507,074 | |||||
Purchase price per share | $ 8.89 | |||||
Common Stock | Private Placement | Additional Sponsor Commitment Subscription Agreement | ||||||
Organization And Business Operations [Line Items] | ||||||
Number of shares purchased | 709,711 | |||||
Purchase price per share | $ 10 | |||||
First Merger Sub, Second Merger Sub and Sonder | ||||||
Organization And Business Operations [Line Items] | ||||||
Merger agreement date | Apr. 29, 2021 | |||||
Date of business combination | Apr. 29, 2021 | |||||
Sonder Holdings Inc. | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | 0.000001 | |||||
Sonder Holdings Inc. | Special Voting Series AA Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | 0.000001 | |||||
Sonder Holdings Inc. | Special Voting Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | 0.000001 | |||||
Sonder Holdings Inc. | Class F Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
Common stock subject to cancelation upon agreement without consideration | 1,277,285 | |||||
Sonder Holdings Inc. | Common Stock | ||||||
Organization And Business Operations [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Aggregate value of shares | $ 1,901,603,000 | $ 2,176,603,000 | ||||
Per share value | $ 10 | $ 10 | ||||
Number of shares purchased | 32,216,785 | |||||
Sale of common stock, value | $ 309,394,998 | |||||
Sonder Holdings Inc. | Common Stock | Maximum | ||||||
Organization And Business Operations [Line Items] | ||||||
Additional number of earn-out shares | 14,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||||
Number of warrants exercised | 0 | |||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | ||
Accrued interest and penalties related to unrecognized tax liabilities | 0 | 0 | ||
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 | $ 450,029,593 | ||
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | ||
Business combination description | the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering | |||
Going concern description | If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, 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 franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||
Dissolution expenses, maximum allowed | $ 100,000 | |||
Current liabilities | $ 30,423,283 | 30,423,283 | $ 461,173 | |
Working capital | $ (29,106,723) | $ (29,106,723) | $ (14,918) | |
Class A Common Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Shares subject to possible redemption | 45,000,000 | 45,000,000 | 0 | |
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | ||
Initial Public Offering | ||||
Significant Accounting Policies [Line Items] | ||||
Offering costs | $ 25,363,020 | |||
Underwriters' fees | 24,750,000 | |||
Offering costs related to warrant liability | $ 918,141 | |||
Shares subject to possible redemption | 45,000,000 | |||
Initial Public Offering | Class A Common Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Shares subject to possible redemption | 45,000,000 | 45,000,000 | ||
Warrants | ||||
Significant Accounting Policies [Line Items] | ||||
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings per share | 14,500,000 | 14,500,000 | ||
Common Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Shares called by warrants | 14,500,000 | |||
Share price | $ 11.50 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: | |||
Allocation of net loss including accretion of temporary equity | $ (21,745) | ||
Denominator: | |||
Weighted-average shares outstanding | 11,500,000 | ||
Basic and diluted net loss per share | $ 0 | ||
Class A Common Stock | |||
Numerator: | |||
Allocation of net loss including accretion of temporary equity | $ (4,706,930) | $ (36,043,721) | |
Denominator: | |||
Weighted-average shares outstanding | 45,000,000 | 41,538,462 | |
Basic and diluted net loss per share | $ (0.10) | $ (0.87) | |
Class F Common Stock | |||
Numerator: | |||
Allocation of net loss including accretion of temporary equity | $ (1,176,733) | $ (9,813,491) | |
Denominator: | |||
Weighted-average shares outstanding | 11,250,000 | 11,309,524 | |
Basic and diluted net loss per share | $ 0 | $ (0.10) | $ (0.87) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Jan. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | $ 450,000,000 | ||
Threshold period to complete business combination from closing of public offering | 24 months | |||
Percentage of deferred underwriting discount | 3.50% | |||
Change in fair value of warrants reflected as a gain in statement of operations | $ 1,595,000 | |||
Warrants | ||||
Class Of Stock [Line Items] | ||||
Number of shares contribute each unit | 0.20 | |||
Warrant exercisable term if business combination is completed | 30 days | |||
Warrant exercisable term from closing of public offer | 12 months | |||
Warrant expiration term | 5 years | |||
Threshold period to complete business combination from closing of public offering | 24 months | |||
Warrants derivative liability | $ 16,290,000 | $ 15,300,000 | 15,300,000 | |
Change in fair value of warrants reflected as a gain in statement of operations | $ 990,000 | |||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Units sold | 45,000,000 | 45,000,000 | 0 | |
Number of shares contribute each unit | 1 | |||
Class A Common Stock | Warrants | ||||
Class Of Stock [Line Items] | ||||
Number of shares warrant may be converted | 1 | |||
Initial Public Offering | ||||
Class Of Stock [Line Items] | ||||
Units sold | 45,000,000 | |||
Sale of stock, price per unit | $ 10 | |||
Percentage of upfront underwriting discount | 2.00% | |||
Payment of upfront underwriting discount | $ 9,000,000 | |||
Percentage of deferred underwriting discount | 3.50% | |||
Deferred underwriting discount | $ 15,750,000 | |||
Initial Public Offering | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Units sold | 45,000,000 | 45,000,000 | ||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | |||
Accretion of carrying value to redemption value | $ 0 | $ 40,734,879 | ||
Over-Allotment Option | ||||
Class Of Stock [Line Items] | ||||
Units sold | 5,000,000 | |||
Term of option to purchase additional units to cover over-allotment | 45 days |
Public Offering - Reconciliatio
Public Offering - Reconciliation of Class A Common Stock (Details) - USD ($) | Jan. 22, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Class Of Stock [Line Items] | ||||
Gross proceeds | $ 450,000,000 | $ 450,000,000 | ||
Class A shares issuance costs | $ (78,000) | (613,020) | ||
Contingently redeemable Class A Common Stock | $ 450,000,000 | 450,000,000 | ||
Class A Common Stock | Initial Public Offering | ||||
Class Of Stock [Line Items] | ||||
Gross proceeds | 450,000,000 | |||
Class A shares issuance costs | (24,444,879) | |||
Accretion of carrying value to redemption value | 0 | (40,734,879) | ||
Contingently redeemable Class A Common Stock | $ 450,000,000 | 450,000,000 | ||
Class A Common Stock | Initial Public Offering | Public Warrants | ||||
Class Of Stock [Line Items] | ||||
Proceeds allocated to public warrants | $ (16,290,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 07, 2021shares | Jan. 12, 2021shares | Jul. 23, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Feb. 17, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
Founder Shares | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion ratio | 1 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares purchased | shares | 11,500,000 | |||||
Sale of common stock, value | $ 25,000 | |||||
Purchase price per share | $ / shares | $ 0.002 | |||||
Founder shares transferred to independent directors | shares | 25,000 | |||||
Shares forfeited | shares | 250,000 | |||||
Percentage of founder shares held by the initial stockholders | 20.00% | |||||
Private Warrants | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares warrant may be converted | shares | 1 | 1 | ||||
Warrants exercise, price per share | $ / shares | $ 11.50 | $ 11.50 | ||||
Private Warrants | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of warrants sold | shares | 5,500,000 | 5,500,000 | ||||
Warrants sold, price per warrant | $ / shares | $ 2 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||
Sponsor Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note issued | $ 1,500,000 | |||||
Proceeds from promissory note issued | 1,500,000 | |||||
Sponsor Loan | Initial Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate issuance of unsecured promissory note | $ 300,000 | 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 | $ 20,000 | ||||
Administrative Services Agreement | Affiliate of the Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to affiliate | $ 167,742 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Deferred Underwriting Compensation [Abstract] | |
Deferred underwriting discount | $ 15,750,000 |
Percentage of deferred underwriting discount | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Sep. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 |
Cash, Cash Equivalents and Ot_2
Cash, Cash Equivalents and Other Investments Held in Trust Account - Additional Information (Details) | Sep. 30, 2021USD ($) |
Schedule Of Investments [Line Items] | |
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 |
Money Market Funds | |
Schedule Of Investments [Line Items] | |
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Sep. 30, 2021USD ($)$ / shares | Jan. 22, 2021USD ($) | Jan. 20, 2021USD ($)$ / shares |
Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
Share price | $ / shares | $ 1.70 | $ 11.16 | |
Warrants derivative liability | $ 15,300,000 | $ 16,290,000 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Share price | $ / shares | $ 1.70 | ||
Warrants derivative liability | $ 15,300,000 | $ 16,300,000 | |
Private Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants derivative liability | $ 9,350,000 | $ 10,000,000 | |
Until Close of Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 6 months | ||
Subsequent to Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
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 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Key Inputs Into Option Model for Private Placement Warrants and Public Warrants (Details) | Sep. 30, 2021USD ($) | Jan. 20, 2021USD ($) |
Implied Volatility/Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 20 | |
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 | 0.53 | |
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 | 11.50 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant expiration term | 5 years 1 month 6 days | 5 years 6 months |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at January 20, 2021 | $ 26,245,000 |
Change in fair value | (1,595,000) |
Fair value at September 30, 2021 | 24,650,000 |
Private Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at January 20, 2021 | 9,955,000 |
Change in fair value | (605,000) |
Fair value at September 30, 2021 | 9,350,000 |
Public Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at January 20, 2021 | 16,290,000 |
Change in fair value | (990,000) |
Fair value at September 30, 2021 | $ 15,300,000 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Jan. 20, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | 15,300,000 | $ 16,300,000 |
Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | 9,350,000 | $ 10,000,000 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Fair Value, Measurements, Recurring | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (15,300,000) | |
Fair Value, Measurements, Recurring | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (9,350,000) | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (15,300,000) | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | $ (9,350,000) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Sep. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Jul. 23, 2020$ / shares |
Class Of Stock [Line Items] | |||
Number of votes for each share | Vote | 1 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ / shares | $ 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, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 45,000,000 | 0 | |
Common stock, shares outstanding | 45,000,000 | 0 | |
Class F Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 11,250,000 | 11,500,000 | |
Common stock, shares outstanding | 11,250,000 | 11,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 15, 2021 | Nov. 12, 2021 | Sep. 30, 2021 | Feb. 17, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Notes and advances payable – related party | $ 1,500,000 | $ 300,000 | |||
Sponsor Loan | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | $ 1,500,000 | ||||
Sponsor Loan | Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | $ 1,000,000 | ||||
Sponsor | Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Notes and advances payable – related party | $ 0 |