Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | ||
Dec. 31, 2020 | Mar. 19, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | PROPTECH INVESTMENT CORP. II | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 244,490,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001821075 | ||
Entity Current Reporting Status | No | ||
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 | 001-39758 | ||
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 | 23,000,000 | ||
Class B common stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 1,834,812 |
Prepaid expenses | 333,031 |
Total current assets | 2,167,843 |
Investments held in Trust Account | 230,007,668 |
Total assets | 232,175,511 |
Current liabilities: | |
Accounts payable | 10,865 |
Accrued expenses | 82,196 |
Franchise tax payable | 80,598 |
Total current liabilities | 173,659 |
Deferred underwriting commissions | 8,050,000 |
Total liabilities | 8,223,659 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 21,895,185 shares subject to possible redemption at $10.00 per share | 218,951,850 |
Stockholders’ Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,129,195 |
Accumulated deficit | (129,878) |
Total stockholders’ equity | 5,000,002 |
Total Liabilities and Stockholders’ Equity | 232,175,511 |
Class A Common Stock | |
Stockholders’ Equity: | |
Common stock value | 110 |
Total stockholders’ equity | 110 |
Class B Common Stock | |
Stockholders’ Equity: | |
Common stock value | 575 |
Total stockholders’ equity | $ 575 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
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 subject to possible redemption | 21,895,185 |
Common stock, subject to possible redemption per value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, subject to possible redemption per share (in Dollars per share) | $ / shares | 10 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 1,104,815 |
Common stock, shares outstanding | 1,104,815 |
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 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 45,819 |
Administrative expenses - related party | 11,129 |
Franchise tax expenses | 80,598 |
Loss from operations | (137,546) |
Net gain from investments held in Trust Account | 7,668 |
Net loss | (129,878) |
Class A Common Stock | |
Net loss | |
Weighted average shares outstanding (in Shares) | shares | 23,000,000 |
Basic and diluted net income/income per share (in Dollars per share) | $ / shares | $ 0 |
Class B Common Stock | |
Net loss | |
Weighted average shares outstanding (in Shares) | shares | 5,141,732 |
Basic and diluted net income/income per share (in Dollars per share) | $ / shares | $ (0.03) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 05, 2020 | |||||
Balance (in Shares) at Aug. 05, 2020 | |||||
Issuance of Class B common stock | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B common stock (in Shares) | 5,750,000 | ||||
Sale of shares in initial public offering, gross | $ 2,300 | 229,997,700 | 230,000,000 | ||
Sale of shares in initial public offering, gross (in Shares) | 23,000,000 | ||||
Offering costs | (13,193,270) | (13,193,270) | |||
Sale of private placement warrants to Sponsor in private placement | 7,250,000 | 7,250,000 | |||
Common stock subject to possible redemption | (2,190) | (218,949,660) | (218,951,850) | ||
Net loss | (129,878) | (129,878) | |||
Balance at Dec. 31, 2020 | $ 110 | $ 575 | $ 5,129,195 | $ (129,878) | $ 5,000,002 |
Balance (in Shares) at Dec. 31, 2020 | 1,104,815 | 5,750,000 | |||
Common stock subject to possible redemption (in Shares) | (21,895,185) |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (129,878) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (7,668) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (333,031) |
Accounts payable | 10,865 |
Accrued expenses | 3,696 |
Franchise tax payable | 80,598 |
Net cash used in operating activities | (375,418) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 163,000 |
Repayment of note payable to related party | (163,000) |
Proceeds received from initial public offering | 230,000,000 |
Proceeds received from private placement | 7,250,000 |
Offering costs paid | (5,064,770) |
Net cash provided by financing activities | 232,210,230 |
Net increase in cash | 1,834,812 |
Cash - beginning of the period | |
Cash - end of the period | 1,834,812 |
Supplemental disclosure of non-cash financing activities: | |
Offering costs included in accrued expenses | 78,500 |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 |
Initial value of Class A common stock subject to possible redemption | 218,997,290 |
Change in initial value of Class A common stock subject to possible redemption | $ (45,440) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation PropTech Investment Corporation II (the “Company”) is a blank check company incorporated in Delaware on August 6, 2020 (inception). The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). 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 yet commenced any operations. All activity for the period from August 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is HC PropTech Partners II LLC , The registration statement for the Company’s Initial Public Offering was declared effective on December 3, 2020. On , 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.3 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and 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 (excluding the deferred underwriting commissions and taxes payable on income 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 sufficient for it not to be required to register as an investment company under 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 stockholders 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 at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. 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 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 15% 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 Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 Company’s Sponsor agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 8, 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 the Company 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 to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters 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 Initial Public Offering price per Unit ($10.00). The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.8 million in cash, and working capital of approximately $2.1 million (not taking into account tax obligations that may be paid using the interest income earned from investments in the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $163,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 8, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date of this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, and underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 21,895,185 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share 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 shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,500,000 shares of Class A common stock in the calculation of diluted earnings per common share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes which resulted in $0 for the period from August 6, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $130,000, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 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. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On , 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of approximately $8.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On August 27, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share. On December 3, 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.3 million Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note Related Party On August 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was due on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The Company borrowed $163,000 under the Note. The Company fully repaid the Note on December 8, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Warrant. 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. As of December 31, 2020, the Company had no Working Capital Loans outstanding. Administrative Support Agreement The Company agreed to pay $15,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period from August 6, 2020 (inception) through December 31, 2020, the Company incurred approximately $11,000 for these services. No amounts were due as of December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global 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 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) are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the registration statement for the Initial Public Offering. 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the option in full on December 8, 2020. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the representative of the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. 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. Deferred Consulting Fee In October 2020, the Company entered into an agreement with a third party that will provide investor relations services pursuant to which the Company agreed to pay a $10,000 initial fee upon execution and a deferred success fee of $50,000 upon the consummation of the initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of the Company’s Class B common stock are entitled to one vote for each share. 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like. 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 the initial 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 the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the Public 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 respect to such warrants. Accordingly, the warrants may expire worthless. Once the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30 day redemption period”); and ● if, and only if, the last sale price of Class A common stock equals or exceeds $18.00 per share(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Private Placement Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will, and the common shares issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will 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 and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported in 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 following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Significant Significant Other Assets held in Trust Account: U.S. Treasury Bills maturing January 5, 2021 $ 230,000,000 $ - $ - Money market fund 7,668 Total $ 230,000,000 $ - $ - Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from August 6, 2020 (inception) through December 31, 2020. |
Income Taxes
Income Taxes | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ - State - Deferred Federal (27,274 ) State - Valuation allowance 27,274 Income tax provision $ - The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Net operating loss carryover $ 15,315 Start-up/Organization costs 11,959 Total deferred tax assets 27,274 Valuation allowance (27,274 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2020 Statutory Federal income tax rate $ 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, and underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 21,895,185 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Common Share | Net Loss Per Common Share 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 shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 12,500,000 shares of Class A common stock in the calculation of diluted earnings per common share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes which resulted in $0 for the period from August 6, 2020 (inception) to December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss of approximately $130,000, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 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. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Quoted Prices in Significant Significant Other Assets held in Trust Account: U.S. Treasury Bills maturing January 5, 2021 $ 230,000,000 $ - $ - Money market fund 7,668 Total $ 230,000,000 $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | December 31, 2020 Current Federal $ - State - Deferred Federal (27,274 ) State - Valuation allowance 27,274 Income tax provision $ - |
Schedule of deferred tax assets and liabilities | December 31, 2020 Deferred tax assets: Net operating loss carryover $ 15,315 Start-up/Organization costs 11,959 Total deferred tax assets 27,274 Valuation allowance (27,274 ) Deferred tax asset, net of allowance $ - |
Schedule of Reconciliation of the expected tax expense (benefit) | December 31, 2020 Statutory Federal income tax rate $ 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Dec. 08, 2020 | Aug. 27, 2020 | Dec. 31, 2020 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Other offering costs | $ 13,200,000 | ||
Deferred underwriting commissions | $ 8,100,000 | ||
Net proceeds | $ 25,000 | $ 25,000 | |
Per Shares Unit (in Dollars per share) | $ 10 | ||
Percentage of trust account required for business combination | 80.00% | ||
Business acquisition percentage | 50.00% | ||
Net tangible asset | $ 5,000,001 | ||
Public shares, percentage | 15.00% | ||
PublicSharesProrataPotionAmount | $ 10 | ||
InterestDissolutionExpenses | $ 100,000 | ||
Business combination agreement, description | The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. | ||
Operating bank account | $ 1,800,000 | ||
Working capital | 2,100,000 | ||
Proceeds from sale amount | 25,000 | ||
Loaned from sponsor | $ 163,000 | ||
Initial Public Offering [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Number of shares issued (in Shares) | 23,000,000 | ||
Gross proceeds | $ 230,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Number of shares issued (in Shares) | 3,000,000 | ||
Share price per share (in Dollars per share) | $ 10 | ||
Private Placement [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Number of shares issued (in Shares) | 4,833,333 | ||
Share price per share (in Dollars per share) | $ 1.50 | ||
Initial Public Offering and the Private Placement [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Net proceeds | $ 230,000,000 | ||
Sponsor [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Gross Proceeds of approximately | $ 7,300,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Net of applicable income and franchise taxes | $ 0 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Subject to possible redemption (in Shares) | shares | 21,895,185 |
Aggregate of common stock, shares (in Shares) | shares | 12,500,000 |
Class B Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Net loss | $ 130,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 08, 2020 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||
Warrant common stock price per share | $ 0.01 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Units issued | 23,000,000 | |
Gross proceeds from initial public offering | $ 230 | |
Offering costs | 13.2 | |
Deferred underwriting commission | $ 8.1 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Additional units issued | 3,000,000 | |
Price per share | $ 10 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Common stock par value | 0.0001 | |
Warrant common stock price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2020 | Aug. 27, 2020 | Dec. 31, 2020 | Dec. 08, 2020 | Aug. 06, 2020 | Aug. 05, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate of share issued | $ 25,000 | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.005 | |||||
Stock dividend, description | the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. | |||||
Business combination, description | The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Warrants price per share (in Dollars per share) | $ 0.01 | |||||
Warrants, description | Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. | |||||
Borrowed loan | $ 163,000 | |||||
Office space | $ 15,000 | |||||
General and administrative expenses | $ 11,000 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Warrants price per share (in Dollars per share) | $ 1.50 | |||||
Related party transaction | $ 1,500,000 | |||||
Promissory Note Related Party [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate principal amount | $ 300,000 | |||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate purchase price (in Shares) | 4,833,333 | |||||
Warrants price per share (in Dollars per share) | $ 1.50 | |||||
Net Proceeds | $ 7,300,000 | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of ordinary shares (in Shares) | 5,031,250 | 5,750,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Aggregate of share issued | $ 575 | |||||
Common stock outstanding (in Shares) | 5,750,000 | 5,750,000 | ||||
Class A Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of ordinary shares (in Shares) | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Aggregate of share issued | ||||||
Common stock outstanding (in Shares) | 1,104,815 | |||||
Warrants price per share (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Oct. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount percentage | 2.00% | |
Underwriting expense | $ 4,600,000 | |
Underwriters deferred fee percentage | 3.50% | |
Gross proceeds | $ 8,100,000 | |
Agreed pay to initial fee | $ 10,000 | |
Deferred underwriting fees | $ 50,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Additional units to cover over-allotment (in Shares) | 3,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Aug. 27, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized (in Shares) | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | |
Conversion price percentage | 20.00% | |
Warrants excercise price | $ 0.01 | |
Market value percentage | 180.00% | |
Warrant [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Warrants excercise price | $ 11.50 | |
Total equity proceeds, percentage | 60.00% | |
Business combination market price per share | $ 9.20 | |
Market value percentage | 115.00% | |
Redemption trigger price per share | $ 18 | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized (in Shares) | 100,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, voting rights | one vote for each share | |
Common stock, shares issued (in Shares) | 1,104,815 | |
Common stock, shares outstanding (in Shares) | 1,104,815 | |
Common stock shares subject to possible redemption (in Dollars) | $ 21,895,185 | |
Warrants excercise price | $ 11.50 | |
Common stock equals or exceeds price per share | 18 | |
Class A Common Stock [Member] | Warrant [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Business combination effective issue price per share | $ 9.20 | |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized (in Shares) | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share | |
Common stock, shares issued (in Shares) | 5,750,000 | 5,031,250 |
Common stock, shares outstanding (in Shares) | 5,750,000 | |
Stock dividend shares (in Shares) | 0.143 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets held in Trust Account: | |
Total | $ 230,000,000 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Bills maturing January 5, 2021 [Member] | |
Assets held in Trust Account: | |
Total | 230,000,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Fund [Member] | |
Assets held in Trust Account: | |
Total | 7,668 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets held in Trust Account: | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Bills maturing January 5, 2021 [Member] | |
Assets held in Trust Account: | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Fund [Member] | |
Assets held in Trust Account: | |
Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets held in Trust Account: | |
Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Bills maturing January 5, 2021 [Member] | |
Assets held in Trust Account: | |
Total | |
Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Fund [Member] | |
Assets held in Trust Account: | |
Total |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | |
State | |
Deferred | |
Federal | (27,274) |
State | |
Valuation allowance | 27,274 |
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Net operating loss carryover | $ 15,315 |
Start-up/Organization costs | 11,959 |
Total deferred tax assets | 27,274 |
Valuation allowance | (27,274) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the expected tax expense (benefit) | 5 Months Ended |
Dec. 31, 2020 | |
Schedule of Reconciliation of the expected tax expense (benefit) [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in Valuation Allowance | (21.00%) |
Income Taxes Benefit | 0.00% |