Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 17, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | IG Acquisition Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | References throughout this
Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” “IGAC,” “company” or “our company” are to IG Acquisition Corp., unless the text otherwise indicates.IG Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 2 to the Annual Report on Form 10-K, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC”) on March 23, 2021, as amended on May 24, 2021, or the “Original Filing,” to restate our financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2021, as amended on May 24, 2021, (the “Original Financial Statements”).In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Class A common stock. As a result, on November 15, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm, management and the audit committee of the Company’s board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.The Company has not amended its quarterly report on Form 10-Q filed on November 29, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon.The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, the Management Discussion & Analysis, Risk Factors, Item 9a and Item 8 have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors.In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 31.3, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of Part IV hereof.Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. | ||
Entity Central Index Key | 0001819496 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39579 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 30,000,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 7,500,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,173,271 |
Prepaid expenses | 102,416 |
Total Current Assets | 1,275,687 |
Cash and Marketable Securities held in Trust Account | 300,005,544 |
TOTAL ASSETS | 301,281,231 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
Accrued Expenses | 51,119 |
Deferred underwriting fee payable | 10,500,000 |
Warrant liability | 38,593,591 |
Total Liabilities | 49,144,710 |
Commitments and Contingencies | |
Common stock subject to possible redemption, 30,000,000 shares at redemption value | 300,000,000 |
Stockholders’ Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,500,000 shares issued and outstanding | 750 |
Additional paid-in capital | |
Accumulated deficit | (47,864,229) |
Total Stockholders’ Equity (Deficit) | (47,863,479) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 301,281,231 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Common stock subject to possible redemption | 30,000,000 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 7,500,000 |
Common stock, shares outstanding | 7,500,000 |
Statement of Operations
Statement of Operations | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Operational Expenses | |
Operating Costs | $ 302,871 |
Loss from operations | (302,871) |
Other Income: | |
Offering costs related to the warrants | (783,272) |
Change in fair value of warrants | (17,567,187) |
Interest Income | 5,544 |
Net Income Loss | $ (18,647,786) |
Weighted shares outstanding Class A common stock, basic and diluted (in Shares) | shares | 16,012,270 |
Basic and diluted net loss per share, Class A common stock (in Dollars per share) | $ / shares | $ (0.79) |
Weighted shares outstanding non-redeemable Class B common stock, basic and diluted (in Dollars per share) | $ / shares | 7,500,000 |
Basic and diluted net loss per common share subject to redemption (in Dollars per share) | $ / shares | $ (0.79) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity (Deficit) - 6 months ended Dec. 31, 2020 - USD ($) | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 15, 2020 | ||||
Balance (in Shares) at Jul. 15, 2020 | ||||
Issuance of Class B common stock to Sponsor | $ 863 | 24,137 | 25,000 | |
Issuance of Class B common stock to Sponsor (in Shares) | 8,625,000 | |||
Excess cash received over fair value of private warrant | 597,320 | 597,320 | ||
Forfeiture of Founder Shares | $ (113) | 113 | ||
Forfeiture of Founder Shares (in Shares) | (1,125,000) | |||
Accretion for Class A common stock to redemption amount | (621,570) | (29,216,443) | (29,838,013) | |
Net Loss | (18,647,786) | (18,647,786) | ||
Balance at Dec. 31, 2020 | $ 750 | $ (47,864,229) | $ (47,863,479) | |
Balance (in Shares) at Dec. 31, 2020 | 7,500,000 |
Statement of Cash flows
Statement of Cash flows | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net Loss | $ (18,647,786) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 17,567,187 |
Transaction costs allocable to warrant liabilities, net | 783,272 |
Interest earned on marketable securities held in Trust Account | (5,544) |
Prepaid expense | (102,416) |
Accrued expense | 51,119 |
Net cash used in operating activities | (354,168) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (300,000,000) |
Net cash used in investing activities | (300,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 294,000,000 |
Proceeds from sale of Private Placement Warrants | 8,000,000 |
Payment of offering costs | (472,561) |
Net cash provided by financing activities | 301,527,439 |
Net Change in Cash | 1,173,271 |
Cash - July 16, 2020 (inception) | |
Cash - Ending | 1,173,271 |
Non-Cash investing and financing activities: | |
Initial classification of common stock subject to possible redemption | |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 |
Deferred Underwriting Fee Payable | $ 10,500,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations IG Acquisition Corp. (the “Company”) was incorporated in Delaware on July 16, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a specific industry or sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts identifying businesses in the leisure, gaming and hospitality industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 16, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“IPO”), which is described below and the initial search for a suitable acquisition target. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on September 30, 2020. On October 5, 2020, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 8,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IG Sponsor LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 5. Transaction costs amounted to $16,997,562 consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $497,562 of other offering costs. In addition, cash of $1,375,991 was held outside of the Trust Account (as defined below) for working capital purposes. On December 31, 2020, cash outside the Trust Account totaled $1,173,271 and is available for working capital purposes. Following the closing of the IPO on October 5, 2020, an amount of $300,000,000 ($10.00 per Unit) from the proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination 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 on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination or conduct a tender offer. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by October 5, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest 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 remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4 and Note 7) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of September 30, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Adjustments As Balance sheet as of December 31, 2020 Warrant Liability $ - $ 38,593,591 $ 38,593,591 Total Liabilities 10,551,119 38,593,591 49,144,710 Class A Common Stock Subject to Possible Redemption 285,730,102 (38,593,591 ) 247,136,511 Common Stock 143 386 529 Additional Paid-in Capital 5,296,444 18,350,072 23,646,516 Accumulated Deficit (297,327 ) (18,350,459 ) (18,647,786 ) Statement of Operations for the Period from July 16, 2020 (inception) to December 31, 2020 Change in fair value of warrant liability $ - $ (17,567,187 ) $ (17,567,187 ) Transaction costs associated with Initial Public Offering - (783,272 ) (783,272 ) Net loss (297,327 ) (18,350,459 ) (18,647,786 ) Weighted average shares outstanding, non-redeemable Class B, basic and diluted 8,246,494 1,122,268 9,368,762 Basic and diluted net loss per non-redemable Class B common stock (0.04 ) (1.95 ) (1.99 ) Weighted average shares outstanding, Class A common stock subject to possible redemption, basic and diluted 28,601,397 (2,102,640 ) 26,498,757 Basic and diluted net loss per Class A common stock subject to redemption 0.00 0.00 0.00 Cash Flow Statement for the Period from July 16, 2020 (inception) to December 31, 2020 Net loss $ (297,327 ) $ (18,350,459 ) $ (18,647,786 ) Change in fair value of warrant liability - 17,567,187 17,567,187 Transaction costs associated with Initial Public Offering - 783,272 783,272 Amendment 2 In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its net loss per common share calculation to allocate net loss evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the net loss of the Company. There has been no change in the Company’s total assets, liabilities, or operating results. As As Restated Adjustment Restated Balance Sheet as of December 31, 2020 Common stock subject to possible redemption $ 247,136,512 $ 52,863,488 $ 300,000,000 Class A common stock - $0.0001 par value $ 529 $ (529 ) $ - Class B common stock - $0.0001 par value 750 - 750 Additional paid-in capital $ 23,646,516 $ (23,646,516 ) $ - Accumulated deficit $ (18,647,786 ) $ (29,216,443 ) $ (47,864,229 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (52,863,488 ) $ (47,863,479 ) Shares subject to possible redemption 24,713,651 5,286,349 30,000,000 Statement of Operations for the Period July 16 (inceptions) to December 31, 2020 Weighted average shares outstanding, redeemable Class A common stock 26,498,757 3,501,243 16,012,270 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.79 ) $ (0.79 ) Weighted average shares outstanding, non-redeemable Class B common stock 9,368,762 (1,868,762 ) 7,500,000 Basic and diluted net loss per share, non-redeemable Class B common stock $ (1.99 ) $ 1.20 $ (0.79 ) Changes in the Statement of Stockholders' Equity as of December 31, 2020 Class A Common stocks, $0.0001 par value $ 529 (529 ) $ - Additional Paid in Capital $ 23,646,516 (23,646,516 ) $ - Accumulated Deficit $ (18,647,786 ) (29,216,443 ) $ (47,864,229 ) Total Stockholders Equity $ 5,000,009 (52,863,488 ) $ (47,863,479 ) Statement Cash Flows for the Period from July 16 (inception) to December 31, 2020 Initial classification of common stock subject to possible redemption 264,987,450 (264,987,450 ) - Change in value of common stock subject to possible redemption 17,851,055 (17,851,055 ) - |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (13,623,723 ) Class A common stock issuance costs $ (16,214,290 ) Plus: Accretion of carrying value to redemption value $ 29,838,013 Class A common stock subject to possible redemption $ 300,000,000 Offering Costs (Restated, see Note 2 – Amendment 2) The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $16,997,562, which consists of $6,000,000 of upfront underwriting fees, $10,500,000 of deferred underwriting fees (further discussed in Note 7) and $497,562 of other offering costs. Of the total offering costs, $16,214,290 was associated with Class A common stock. Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. Our financial instruments that are subject to fair value measurements consist of our warrant derivative liability. Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. See Note 9 for further information. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $51,119 as of December 31, 2020, and primarily consist of Delaware franchise tax expenses and costs incurred for the formation and preparation of the initial public offering with corresponding amounts charged to offering costs. Warrant Liability (Restated, see Note 2 - Amendment 1) In accordance with ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to receive cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. Net Loss Per Common Share (Restated, see Note 2 - Amendment 1) Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 23,000,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from Through December 31, Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 5,544 Less: interest available to be withdrawn for payment of taxes (5,544 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 26,498,757 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Stock Numerator: Net income minus Redeemable Net Earnings Net Income (Loss) $ (18,647,786 ) Redeemable Net Earnings $ 0 Non-Redeemable Net Loss $ (18,647,786 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 9,368,762 Loss/Basic and Diluted Non-Redeemable Comon Stock $ (1.99 ) Net Loss per Common Share (Restated, see Note 2 – Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating netloss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,000,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. For the Period from July 16, Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (12,699,471 ) $ (5,948,315 ) Denominator: Basic and diluted weighted average shares outstanding 16,012,270 7,500,000 Basic and diluted net loss per common stock (0.79 ) (0.79 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements 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. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Proposed Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $8,000,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On July 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the IPO. The underwriters did not exercise their over-allotment option, and therefore the Sponsor forfeited 1,125,000 shares, resulting in 7,500,000 Founder Shares outstanding. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement, commencing on September 30, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. |
Commitments
Commitments | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7 — Commitments Risks 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. Registration Rights Pursuant to a registration rights agreement entered into on September 30, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Contingent Fee Arrangement The Company has entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2020, the amount of these contingent fees was approximately $0. There can be no assurances that the Company will complete a Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. This option expired un-exercised. The representative of the underwriters is entitled to a deferred fee of $10,500,000 in the aggregate. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 8 — Stockholders’ Equity (Restated, see Note 2 – Amendment 2) Preferred Stock — Class A Common Stock — Class B Common Stock — The shares of Class B common stock 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. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 7). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 9 — Derivative Financial Instruments In accordance with ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to receive “cash,” our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. In conjunction with our initial public offering, which closed October 5, 2020, the Company sold 30,000,000 Units at a price of $10.00 per Unit (the “Public Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-half of one redeemable warrant (each a “Public Warrant”) and simultaneously, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.00 per warrant ($8,000,000 in the aggregate) in the Private Placement. As of December 31, 2020, 15,000,000 Public Warrants and 8,000,000 Sponsor Warrants are outstanding. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. Because the terms of the Sponsor Warrants and Public Warrants are so similar, we classified both types of warrants as a derivative liability measured at fair value. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the initial public offering. However, if the Company does not complete the Business Combination on or prior to October 5, 2022, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Company determined, at the time of the initial public offering, the initial value of its Public Warrants and Sponsor Warrants were $13,623,724 and $7,402,680, respectively. As of December 31, 2020, the value of our Public Warrants and Sponsor Warrants were $24,817,294 and $13,776,297, respectively. As of December 31, 2020, we recorded a change in fair value of warrant derivative liability of $17,567,187 in other income and expense on our statement of operations. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 6 Months Ended |
Dec. 31, 2020 | |
Investment Held In Trust Account [Abstract] | |
Investment Held in Trust Account | Note 10 — Investment Held in Trust Account The Company follows the guidance in ASC Topic 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. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 300,005,544 Liabilities: Public Warrants 1 24,817,294 Private Warrants 2 13,776,297 |
Income Tax
Income Tax | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 11 — Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 52,868 Federal Net Operating loss 9,571 Total deferred tax asset 62,439 Valuation allowance (62,439 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (62,439 ) State Current — Deferred — Change in valuation allowance 62,439 Income tax provision $ — As of December 31, 2020, the Company’s has $251,752 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. December 31, Income tax benefit at statutory rate (21.0%) $ (3,916,035 ) Change in fair value of warrant liability 3,689,109 Offering costs 164,487 Change in valuation allowance on deferred tax asset 62,439 Total — Effective tax rate 0.0 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from July 16, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $62,439. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21 % State taxes, net of federal tax benefit 0 % Permanent Book/Tax Differences 0 % Change in valuation allowance (21 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review other than as described in footnote 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
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 (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) | Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (13,623,723 ) Class A common stock issuance costs $ (16,214,290 ) Plus: Accretion of carrying value to redemption value $ 29,838,013 Class A common stock subject to possible redemption $ 300,000,000 |
Offering Costs (Restated, see Note 2 – Amendment 2) | Offering Costs (Restated, see Note 2 – Amendment 2) The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $16,997,562, which consists of $6,000,000 of upfront underwriting fees, $10,500,000 of deferred underwriting fees (further discussed in Note 7) and $497,562 of other offering costs. Of the total offering costs, $16,214,290 was associated with Class A common stock. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. Our financial instruments that are subject to fair value measurements consist of our warrant derivative liability. Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. See Note 9 for further information. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $51,119 as of December 31, 2020, and primarily consist of Delaware franchise tax expenses and costs incurred for the formation and preparation of the initial public offering with corresponding amounts charged to offering costs. |
Warrant Liability (Restated, see Note 2 - Amendment 1) | Warrant Liability (Restated, see Note 2 - Amendment 1) In accordance with ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of Public Warrants include a provision that entitles all warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to receive cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. |
Net Loss Per Common Share | Net Loss Per Common Share (Restated, see Note 2 - Amendment 1) Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 23,000,000 shares of Class A common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from Through December 31, Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 5,544 Less: interest available to be withdrawn for payment of taxes (5,544 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 26,498,757 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Stock Numerator: Net income minus Redeemable Net Earnings Net Income (Loss) $ (18,647,786 ) Redeemable Net Earnings $ 0 Non-Redeemable Net Loss $ (18,647,786 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 9,368,762 Loss/Basic and Diluted Non-Redeemable Comon Stock $ (1.99 ) |
Net Loss per Common Share (Restated, see Note 2 – Amendment 2) | Net Loss per Common Share (Restated, see Note 2 – Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating netloss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 23,000,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. For the Period from July 16, Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (12,699,471 ) $ (5,948,315 ) Denominator: Basic and diluted weighted average shares outstanding 16,012,270 7,500,000 Basic and diluted net loss per common stock (0.79 ) (0.79 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of financial statements | As Adjustments As Balance sheet as of December 31, 2020 Warrant Liability $ - $ 38,593,591 $ 38,593,591 Total Liabilities 10,551,119 38,593,591 49,144,710 Class A Common Stock Subject to Possible Redemption 285,730,102 (38,593,591 ) 247,136,511 Common Stock 143 386 529 Additional Paid-in Capital 5,296,444 18,350,072 23,646,516 Accumulated Deficit (297,327 ) (18,350,459 ) (18,647,786 ) Statement of Operations for the Period from July 16, 2020 (inception) to December 31, 2020 Change in fair value of warrant liability $ - $ (17,567,187 ) $ (17,567,187 ) Transaction costs associated with Initial Public Offering - (783,272 ) (783,272 ) Net loss (297,327 ) (18,350,459 ) (18,647,786 ) Weighted average shares outstanding, non-redeemable Class B, basic and diluted 8,246,494 1,122,268 9,368,762 Basic and diluted net loss per non-redemable Class B common stock (0.04 ) (1.95 ) (1.99 ) Weighted average shares outstanding, Class A common stock subject to possible redemption, basic and diluted 28,601,397 (2,102,640 ) 26,498,757 Basic and diluted net loss per Class A common stock subject to redemption 0.00 0.00 0.00 Cash Flow Statement for the Period from July 16, 2020 (inception) to December 31, 2020 Net loss $ (297,327 ) $ (18,350,459 ) $ (18,647,786 ) Change in fair value of warrant liability - 17,567,187 17,567,187 Transaction costs associated with Initial Public Offering - 783,272 783,272 As As Restated Adjustment Restated Balance Sheet as of December 31, 2020 Common stock subject to possible redemption $ 247,136,512 $ 52,863,488 $ 300,000,000 Class A common stock - $0.0001 par value $ 529 $ (529 ) $ - Class B common stock - $0.0001 par value 750 - 750 Additional paid-in capital $ 23,646,516 $ (23,646,516 ) $ - Accumulated deficit $ (18,647,786 ) $ (29,216,443 ) $ (47,864,229 ) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (52,863,488 ) $ (47,863,479 ) Shares subject to possible redemption 24,713,651 5,286,349 30,000,000 Statement of Operations for the Period July 16 (inceptions) to December 31, 2020 Weighted average shares outstanding, redeemable Class A common stock 26,498,757 3,501,243 16,012,270 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.79 ) $ (0.79 ) Weighted average shares outstanding, non-redeemable Class B common stock 9,368,762 (1,868,762 ) 7,500,000 Basic and diluted net loss per share, non-redeemable Class B common stock $ (1.99 ) $ 1.20 $ (0.79 ) Changes in the Statement of Stockholders' Equity as of December 31, 2020 Class A Common stocks, $0.0001 par value $ 529 (529 ) $ - Additional Paid in Capital $ 23,646,516 (23,646,516 ) $ - Accumulated Deficit $ (18,647,786 ) (29,216,443 ) $ (47,864,229 ) Total Stockholders Equity $ 5,000,009 (52,863,488 ) $ (47,863,479 ) Statement Cash Flows for the Period from July 16 (inception) to December 31, 2020 Initial classification of common stock subject to possible redemption 264,987,450 (264,987,450 ) - Change in value of common stock subject to possible redemption 17,851,055 (17,851,055 ) - |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of common stock reflected in the balance sheet | Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (13,623,723 ) Class A common stock issuance costs $ (16,214,290 ) Plus: Accretion of carrying value to redemption value $ 29,838,013 Class A common stock subject to possible redemption $ 300,000,000 |
Schedule of basic and diluted net loss per common share | For the Period from Through December 31, Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 5,544 Less: interest available to be withdrawn for payment of taxes (5,544 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 26,498,757 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class B Stock Numerator: Net income minus Redeemable Net Earnings Net Income (Loss) $ (18,647,786 ) Redeemable Net Earnings $ 0 Non-Redeemable Net Loss $ (18,647,786 ) Denominator: Weighted Average Non-Redeemable Class B Common Stock Non-Redeemable Class B Common Stock, Basic and Diluted 9,368,762 Loss/Basic and Diluted Non-Redeemable Comon Stock $ (1.99 ) For the Period from July 16, Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (12,699,471 ) $ (5,948,315 ) Denominator: Basic and diluted weighted average shares outstanding 16,012,270 7,500,000 Basic and diluted net loss per common stock (0.79 ) (0.79 ) |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investment Held In Trust Account [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 300,005,544 Liabilities: Public Warrants 1 24,817,294 Private Warrants 2 13,776,297 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 52,868 Federal Net Operating loss 9,571 Total deferred tax asset 62,439 Valuation allowance (62,439 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, 2020 Federal Current $ — Deferred (62,439 ) State Current — Deferred — Change in valuation allowance 62,439 Income tax provision $ — |
Schedule of u.s. federal net operating loss carryovers | December 31, Income tax benefit at statutory rate (21.0%) $ (3,916,035 ) Change in fair value of warrant liability 3,689,109 Offering costs 164,487 Change in valuation allowance on deferred tax asset 62,439 Total — Effective tax rate 0.0 |
Schedule of federal income tax rate to the company’s effective tax rate | Statutory federal income tax rate 21 % State taxes, net of federal tax benefit 0 % Permanent Book/Tax Differences 0 % Change in valuation allowance (21 )% Income tax provision — % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 25,000 | |
Transaction costs | 16,997,562 | |
Underwriting fees | 6,000,000 | |
Deferred underwriting fees | 10,500,000 | |
Other offering costs | 497,562 | |
Total amount of cash outside the trust account | $ 1,173,271 | |
Maturity term | 185 days | |
Percentage of fair market value | 80.00% | |
Percentage of public shares | 20.00% | |
Redemption of public shares, percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Cash [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Cash of held outside of the trust account | $ 1,375,991 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Percentage of acquired interest rate | 50.00% | |
Net tangible assets | $ 5,000,001 | |
Trust Account [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated the initial public offering shares (in Shares) | 8,000,000 | |
Public share per unit (in Dollars per share) | $ 1 | |
Gross proceeds | $ 8,000,000 | |
Proceeds from sale of offering | $ 300,000,000 | |
Price per unit (in Dollars per share) | $ 10 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public share per unit (in Dollars per share) | $ 10 | |
Class A Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Consummated the initial public offering shares (in Shares) | 30,000,000 | |
Public share per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 300,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Percentage of outstanding shares | 50.00% |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Previously Reported [Member] | Amendment 1 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant Liability | |
Total Liabilities | 10,551,119 |
Class A Common Stock Subject to Possible Redemption | 285,730,102 |
Common Stock | 143 |
Additional Paid-in Capital | 5,296,444 |
Accumulated Deficit | (297,327) |
Change in fair value of warrant liability | |
Transaction costs associated with Initial Public Offering | |
Net loss | (297,327) |
Change in fair value of warrant liability | |
Transaction costs associated with Initial Public Offering | |
Weighted average shares outstanding, non-redeemable Class B, basic and diluted (in Shares) | shares | 8,246,494 |
Basic and diluted net loss per non-redemable Class B common stock (in Dollars per share) | $ / shares | $ (0.04) |
Weighted average shares outstanding, Class A common stock subject to possible redemption, basic and diluted (in Shares) | shares | 28,601,397 |
Basic and diluted net loss per Class A common stock subject to redemption (in Dollars per share) | $ / shares | $ 0 |
As Previously Reported [Member] | Amendment 2 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common Stock | $ 529 |
Additional Paid-in Capital | 23,646,516 |
Accumulated Deficit | (18,647,786) |
Total Stockholders’ Equity (Deficit) | 5,000,009 |
Initial classification of common stock subject to possible redemption | 264,987,450 |
Change in value of common stock subject to possible redemption | 17,851,055 |
Shares subject to possible redemption | $ 24,713,651 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | shares | 26,498,757 |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding, non-redeemable Class B common stock (in Shares) | shares | 9,368,762 |
Basic and diluted net loss per share, non-redeemable Class B common stock (in Dollars per share) | $ / shares | $ (1.99) |
Common stock subject to possible redemption | $ 247,136,512 |
Class B common stock - $0.0001 par value | 750 |
Adjustments [Member] | Amendment 1 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant Liability | 38,593,591 |
Total Liabilities | 38,593,591 |
Class A Common Stock Subject to Possible Redemption | (38,593,591) |
Common Stock | 386 |
Additional Paid-in Capital | 18,350,072 |
Accumulated Deficit | (18,350,459) |
Change in fair value of warrant liability | (17,567,187) |
Transaction costs associated with Initial Public Offering | (783,272) |
Net loss | (18,350,459) |
Change in fair value of warrant liability | 17,567,187 |
Transaction costs associated with Initial Public Offering | $ 783,272 |
Weighted average shares outstanding, non-redeemable Class B, basic and diluted (in Shares) | shares | 1,122,268 |
Basic and diluted net loss per non-redemable Class B common stock (in Dollars per share) | $ / shares | $ (1.95) |
Weighted average shares outstanding, Class A common stock subject to possible redemption, basic and diluted (in Shares) | shares | (2,102,640) |
Basic and diluted net loss per Class A common stock subject to redemption (in Dollars per share) | $ / shares | $ 0 |
Adjustments [Member] | Amendment 2 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common Stock | $ (529) |
Additional Paid-in Capital | (23,646,516) |
Accumulated Deficit | (29,216,443) |
Total Stockholders’ Equity (Deficit) | (52,863,488) |
Initial classification of common stock subject to possible redemption | (264,987,450) |
Change in value of common stock subject to possible redemption | (17,851,055) |
Shares subject to possible redemption | $ 5,286,349 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | shares | 3,501,243 |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ / shares | $ (0.79) |
Weighted average shares outstanding, non-redeemable Class B common stock (in Shares) | shares | (1,868,762) |
Basic and diluted net loss per share, non-redeemable Class B common stock (in Dollars per share) | $ / shares | $ 1.20 |
Common stock subject to possible redemption | $ 52,863,488 |
Class B common stock - $0.0001 par value | |
As Restated [Member] | Amendment 1 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Warrant Liability | 38,593,591 |
Total Liabilities | 49,144,710 |
Class A Common Stock Subject to Possible Redemption | 247,136,511 |
Common Stock | 529 |
Additional Paid-in Capital | 23,646,516 |
Accumulated Deficit | (18,647,786) |
Change in fair value of warrant liability | (17,567,187) |
Transaction costs associated with Initial Public Offering | (783,272) |
Net loss | (18,647,786) |
Change in fair value of warrant liability | 17,567,187 |
Transaction costs associated with Initial Public Offering | $ 783,272 |
Weighted average shares outstanding, non-redeemable Class B, basic and diluted (in Shares) | shares | 9,368,762 |
Basic and diluted net loss per non-redemable Class B common stock (in Dollars per share) | $ / shares | $ (1.99) |
Weighted average shares outstanding, Class A common stock subject to possible redemption, basic and diluted (in Shares) | shares | 26,498,757 |
Basic and diluted net loss per Class A common stock subject to redemption (in Dollars per share) | $ / shares | $ 0 |
As Restated [Member] | Amendment 2 [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common Stock | |
Additional Paid-in Capital | |
Accumulated Deficit | (47,864,229) |
Total Stockholders’ Equity (Deficit) | (47,863,479) |
Initial classification of common stock subject to possible redemption | |
Change in value of common stock subject to possible redemption | |
Shares subject to possible redemption | $ 30,000,000 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | shares | 16,012,270 |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ / shares | $ (0.79) |
Weighted average shares outstanding, non-redeemable Class B common stock (in Shares) | shares | 7,500,000 |
Basic and diluted net loss per share, non-redeemable Class B common stock (in Dollars per share) | $ / shares | $ (0.79) |
Common stock subject to possible redemption | $ 300,000,000 |
Class B common stock - $0.0001 par value | $ 750 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements (Parentheticals) - Amendment 2 [Member] | Dec. 31, 2020$ / shares |
As Previously Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common stock par value | $ 0.0001 |
Adjustments [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common stock par value | 0.0001 |
As Restated [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Common stock par value | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Underwriting fees | $ 6,000,000 |
Deferred underwriting fees | 10,500,000 |
Other offering costs | 497,562 |
Total offering costs | 16,214,290 |
Accounts payable and accrued liabilities | $ 51,119 |
Aggregate shares (in Shares) | shares | 23,000,000 |
Federal depositary insurance coverage | $ 250,000 |
Business Combination [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Total offering costs | $ 16,997,562 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Exercisable warrants (in Shares) | shares | 23,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheet | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of common stock reflected in the balance sheet [Abstract] | |
Gross proceeds | $ 300,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (13,623,723) |
Class A common stock issuance costs | (16,214,290) |
Plus: | |
Accretion of carrying value to redemption value | 29,838,013 |
Class A common stock subject to possible redemption | $ 300,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest Income | $ 5,544 |
Less: interest available to be withdrawn for payment of taxes | (5,544) |
Net Earnings | $ 0 |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted (in Shares) | shares | 26,498,757 |
Earnings/Basic and Diluted Redeemable Class A Common Stock (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net income minus Redeemable Net Earnings | |
Net Income (Loss) | $ (18,647,786) |
Redeemable Net Earnings | 0 |
Non-Redeemable Net Loss | $ (18,647,786) |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | |
Non-Redeemable Class B Common Stock, Basic and Diluted (in Shares) | shares | 9,368,762 |
Loss/Basic and Diluted Non-Redeemable Comon Stock (in Dollars per share) | $ / shares | $ (1.99) |
Class A Common Stock [Member] | |
Numerator: | |
Allocation of net loss, as adjusted | $ (12,699,471) |
Denominator: | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 16,012,270 |
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares | $ (0.79) |
Class B Common Stock [Member] | |
Numerator: | |
Allocation of net loss, as adjusted | $ (5,948,315) |
Denominator: | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 7,500,000 |
Basic and diluted net loss per common stock (in Dollars per share) | $ / shares | $ (0.79) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Class A Common Stock [Member] | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Price per unit | $ 10 |
Sale of stock, description of transaction | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Pursuant initial public offering shares (in Shares) | shares | 30,000,000 |
Price per unit | $ 11.50 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Warrants value | $ 24,817,294 |
Description of transaction | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. |
Private Placement Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Sponsor purchased an aggregate shares | shares | 8,000,000 |
Warrant price | $ / shares | $ 1 |
Warrants value | $ 8,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Jul. 21, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Founder shares outstanding | $ 7,500,000 | ||
Description of founder shares | The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. | ||
Working capital loans | $ 1,500,000 | ||
Amount per month of office space, secretarial and administrative services | $ 10,000 | ||
Founder Shares [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Forfeited shares (in Shares) | 1,125,000 | ||
Class B Common Stock [Member] | Founder Shares [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Payment of sponsor | $ 25,000 | ||
Payment of sponsor shares (in Shares) | 8,625,000 | ||
Issued and outstanding shares percentage | 20.00% |
Commitments (Details)
Commitments (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)shares | |
Commitments (Details) [Line Items] | |
Contingent fees | $ 0 |
Amount of deferred fees | $ 10,500,000 |
IPO [Member] | |
Commitments (Details) [Line Items] | |
Purchase shares (in Shares) | shares | 4,500,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders’ Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Percentage of conversion of shares | 20.00% |
Closing price of common stock per share (in Dollars per share) | $ / shares | $ 18 |
Business Combination [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Business acquisition description of acquired entity | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Warrant [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Warrant exercise price (in Dollars per share) | $ / shares | $ 0.01 |
Class A Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock issued or outstanding subject to possible redemption | 30,000,000 |
Class B Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 7,500,000 |
Common stock, shares outstanding | 7,500,000 |
Percentage of conversion of shares | 20.00% |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Derivative Financial Instruments (Details) [Line Items] | |
Warrants description | the Company sold 30,000,000 Units at a price of $10.00 per Unit (the “Public Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-half of one redeemable warrant (each a “Public Warrant”) and simultaneously, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.00 per warrant ($8,000,000 in the aggregate) in the Private Placement. As of December 31, 2020, 15,000,000 Public Warrants and 8,000,000 Sponsor Warrants are outstanding. |
Common stock at a price (in Dollars per share) | $ / shares | $ 11.50 |
Warrant price per share (in Dollars per share) | $ / shares | 0.01 |
Exceeds per share (in Dollars per share) | $ / shares | $ 18 |
Public warrants | $ 24,817,294 |
Sponsor warrants | 13,776,297 |
Other income and expense | 17,567,187 |
Public Warrants [Member] | |
Derivative Financial Instruments (Details) [Line Items] | |
Public warrants | 13,623,724 |
Sponsor Warrants [Member] | |
Derivative Financial Instruments (Details) [Line Items] | |
Sponsor warrants | $ 7,402,680 |
Investment Held in Trust Acco_3
Investment Held in Trust Account (Details) - Schedule of fair value hierarchy of the valuation inputs | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Level 1 [Member] | |
Investment Held in Trust Account (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Marketable securities held in Trust Account | $ 300,005,544 |
Level 1 [Member] | Public Warrants [Member] | |
Investment Held in Trust Account (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Warrants | 24,817,294 |
Level 2 [Member] | Private Warrants [Member] | |
Investment Held in Trust Account (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Warrants | $ 13,776,297 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 251,752 |
Deferred tax change in valuation allowance | $ 62,439 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 52,868 |
Federal Net Operating loss | 9,571 |
Total deferred tax asset | 62,439 |
Valuation allowance | (62,439) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (62,439) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 62,439 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of u.s. federal net operating loss carryovers | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of u.s. federal net operating loss carryovers [Abstract] | |
Income tax benefit at statutory rate | $ (3,916,035) |
Change in fair value of warrant liability | 3,689,109 |
Offering costs | 164,487 |
Change in valuation allowance on deferred tax asset | 62,439 |
Total | |
Effective tax rate | 0.00% |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of u.s. federal net operating loss carryovers (Parentheticals) | 6 Months Ended |
Dec. 31, 2020 | |
Schedule of u.s. federal net operating loss carryovers [Abstract] | |
Tax benefit at statutory rate | 21.00% |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate | 6 Months Ended |
Dec. 31, 2020 | |
Schedule of federal income tax rate to the company’s effective tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent Book/Tax Differences | 0.00% |
Change in valuation allowance | (21.00%) |
Income tax provision | 0.00% |