Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | PROPTECH INVESTMENT CORP. II | |
Trading Symbol | PTIC | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | PropTech Investment Corporation II (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q as of September 30, 2021 and for the quarterly period ended September 30, 2021, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original 10-Q”).Background of RestatementOn December 6, 2021, the Board of Directors (the “Board”) of the Company, in consultation with management of the Company and upon the recommendation of the Audit Committee of the Board, concluded that it is appropriate to restate the Company’s unaudited quarterly financial statements as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021 (the “Q1 Form 10-Q”), and the Company’s unaudited quarterly financial statements as of and for the six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021 (the “Q2 Form 10-Q” and, together with the Q1 Form 10-Q, the “Non-Reliance Financial Statements”). Considering such restatement, the Company concluded that the Non-Reliance Financial Statements should no longer be relied upon. This Amendment includes restatement of the Non-Reliance Financial Statements.In connection with the preparation of its financial statements as of September 30, 2021, the Company’s management re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on December 8, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates an initial business combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.Effects of RestatementAs a result of the factors described above, the Company has included in this Amendment a restatement of its financial statements for the periods affected by the Non-Reliance Financial Statements. See Note 2 to the Notes to Financial Statements included in Part I, Item 1 of this Amendment for additional information on the restatement and the related financial statement effects. The Company does not expect these changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.Internal Control ConsiderationsThe Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of the material weakness identified, see Part I, Item 4, “Controls and Procedures” of this Amendment. | |
Entity Central Index Key | 0001821075 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39758 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2426917 | |
Entity Address, Address Line One | 3415 N. Pines Way, | |
Entity Address, Address Line Two | Suite 204 | |
Entity Address, City or Town | Wilson | |
Entity Address, State or Province | WY | |
Entity Address, Postal Zip Code | 83014 | |
City Area Code | (310) | |
Local Phone Number | 954-9665 | |
Title of 12(b) Security | Shares of Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,140,735 | $ 1,834,812 |
Prepaid expenses | 205,562 | 333,031 |
Total current assets | 1,346,297 | 2,167,843 |
Investments held in Trust Account | 230,007,087 | 230,007,668 |
Total Assets | 231,353,384 | 232,175,511 |
Current liabilities: | ||
Accounts payable | 2,338 | 10,865 |
Accrued expenses | 70,000 | 82,196 |
Franchise tax payable | 50,000 | 80,598 |
Total current liabilities | 122,338 | 173,659 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 |
Derivative warrant liabilities | 10,721,670 | 19,616,670 |
Total Liabilities | 18,894,008 | 27,840,329 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 23,000,000 and 23,000,000 shares subject to possible redemption at $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 230,000,000 | 230,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020 | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized at September 30, 2021 and December 31, 2020, respectively | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 575 | 575 |
Additional paid-in capital | ||
Accumulated deficit | (17,541,199) | (25,665,393) |
Total Stockholders’ Deficit | (17,540,624) | (25,664,818) |
Total Liabilities and Stockholders’ Deficit | $ 231,353,384 | $ 232,175,511 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 23,000,000 | 23,000,000 |
Common stock, subject to possible redemption per value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, subject to possible redemption per share (in Dollars per share) | 10 | 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,712 | $ 164,742 | $ 560,473 |
Administrative expenses - related party | 45,000 | 135,000 | |
Franchise tax expenses | 16,175 | 98,851 | |
Loss from operations | (1,712) | (225,917) | (794,324) |
Other income | |||
Decrease in fair value of derivative warrant liabilities | 2,177,500 | 8,895,000 | |
Net gain from investments held in Trust Account | 2,960 | 23,518 | |
Net income (loss) | $ (1,712) | $ 1,954,543 | $ 8,124,194 |
Class A Common Stock | |||
Other income | |||
Weighted average shares outstanding (in Shares) | 4,375,000 | 23,000,000 | 23,000,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.07 | $ 0.28 |
Class B Common Stock | |||
Other income | |||
Weighted average shares outstanding (in Shares) | 4,375,000 | 5,750,000 | 5,750,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.07 | $ 0.28 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon stock | Class BCommon 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 to Sponsor | [1] | $ 503 | 24,497 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 5,031,250 | ||||
Net income (loss) | (1,712) | (1,712) | ||||
Balance at Sep. 30, 2020 | $ 503 | 24,497 | (1,712) | 23,288 | ||
Balance (in Shares) at Sep. 30, 2020 | 5,031,250 | |||||
Balance at Dec. 31, 2020 | $ 575 | (25,665,393) | (25,664,818) | |||
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | |||||
Net income (loss) | 8,891,867 | 8,891,867 | ||||
Balance at Mar. 31, 2021 | $ 575 | (16,773,526) | (16,772,951) | |||
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | |||||
Net income (loss) | (2,722,216) | (2,722,216) | ||||
Balance at Jun. 30, 2021 | $ 575 | (19,495,742) | (19,495,167) | |||
Balance (in Shares) at Jun. 30, 2021 | 5,750,000 | |||||
Net income (loss) | 1,954,543 | 1,954,543 | ||||
Balance at Sep. 30, 2021 | $ 575 | $ (17,541,199) | $ (17,540,624) | |||
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 | |||||
[1] | This number includes up to 656,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 3 and 5) |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,712) | $ 8,124,194 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Decrease in fair value of derivative warrant liabilities | (8,895,000) | |
Net gain from investments held in Trust Account | (23,518) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 127,469 | |
Accounts payable | (6,288) | (8,527) |
Accrued expenses | (12,196) | |
Franchise tax payable | (30,598) | |
Net cash used in operating activities | (8,000) | (718,176) |
Cash Flows from Investing Activities: | ||
Transfer in from Trust Account | 24,098 | |
Net cash provided by investing activities | 24,098 | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from note payable to related party | 148,000 | |
Net cash provided by financing activities | 173,000 | |
Net change in cash | 165,000 | (694,077) |
Cash - beginning of the period | 1,834,812 | |
Cash - end of the period | $ 165,000 | $ 1,140,735 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company had not yet commenced any operations. All activity for the period from August 6, 2020 (inception) through September 30, 2021 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 income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is HC PropTech Partners II LLC, a Delaware limited liability company controlled by certain of the Company’s officers, directors and advisors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 3, 2020. On December 8, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), including 3,000,000 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 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,833,333 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 5). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations 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 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 6). 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 5) 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 unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on January 6, 2022. 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 of 2002, 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 September 30, 2021, the Company had approximately $1.1 million in cash, and working capital of approximately $1.3 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 5), and loan proceeds from the Sponsor of $163,000 under the Note (as defined in Note 5). 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In connection with the preparation of the unaudited condensed financial statements as of September 30, 2021, management determined that it should restate its previously reported financial statements. The Company determined that, at the closing of the Initial Public Offering including the exercise of the underwriters’ over-allotment option, it had 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 of $10.00 per Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering including the exercise of the underwriters’ over-allotment option can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all 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 reclassification adjustment 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 redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata 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 income (loss) of the Company. Subsequent to the Company’s filing of Amendment No. 1 to the Annual Report on Form 10-K/A on May 24, 2021 and the Company’s filing of Form 10-Q on November 12, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by December 8, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 8, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following tables: BALANCE SHEETS March 31, 2021 June 30, 2021 Unaudited Unaudited Class A common stock subject to possible redemption As Previously Reported $ 208,227,040 $ 205,504,830 Adjustment $ 21,772,960 $ 24,495,170 As Restated $ 230,000,000 $ 230,000,000 Class A common stock As Previously Reported $ 218 $ 245 Adjustment $ (218 ) $ (245 ) As Restated $ - $ - Additional paid-in capital As Previously Reported $ 286,047 $ 3,008,230 Adjustment $ (286,047 ) $ (3,008,230 ) As Restated $ - $ - Retained Earnings (Accumulated deficit) As Previously Reported $ 4,713,169 $ 1,990,953 Adjustment $ (21,486,695 ) $ (21,486,695 ) As Restated $ (16,773,526 ) $ (19,495,742 ) Total stockholders’ equity (deficit) As Previously Reported $ 5,000,009 $ 5,000,003 Adjustment $ (21,772,960 ) $ (24,495,170 ) As Restated $ (16,772,951 ) $ (19,495,167 ) In addition, we restated the Class A common stock shares subject to possible redemption from 20,822,704 shares and 20,550,478 shares to 23,000,000 shares and 23,000,000 shares at March 31, 2021 and June 30, 2021, respectively. STATEMENTS OF OPERATIONS Three Months Ended Three Months Ended Six Months Ended March 31, June 30, June 30, Unaudited Unaudited Unaudited Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption As Previously Reported $ 0.00 $ 0.00 $ 0.00 Adjustment $ 0.31 $ (0.09 ) $ 0.21 As Reported $ 0.31 $ (0.09 ) $ 0.21 Basic and diluted net income (loss) per share, Class B non-redeemable common stock As Previously Reported $ 1.55 $ (0.47 ) $ 1.07 Adjustment $ (1.24 ) $ 0.38 $ (0.86 ) As Reported $ 0.31 $ (0.09 ) $ 0.21 STATEMENTS OF CASH FLOWS Three Months Ended Six Months Ended March 31, June 30, Unaudited Unaudited Change in value of common stock subject to possible redemption As Previously Reported $ 8,891,860 $ 6,169,650 Adjustment $ (8,891,860 ) $ (6,169,650 ) As Reported $ - $ - |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited condensed 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. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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. There were no cash equivalents at September 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely 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 in net gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 any cash held in the Trust Account. As of September 30, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 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 September 30, 2021 and December 31, 2020, the carrying values of cash, 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 portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and were presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company issued an aggregate of 7,666,667 warrants for Class A common stock in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option issued 4,833,333 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since January 25, 2021. 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 September 30, 2021 and December 31, 2020, 23,000,000 and 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. 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. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $162,000 and $27,000, respectively, with a full valuation allowance against them. 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 September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and 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. Net Income (Loss) Per Common Share In connection with the change in presentation for Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (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 income and losses of the Company. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per 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 the Private Placement to purchase an aggregate of 12,500,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income, as adjusted 1,563,634 390,909 6,499,355 1,624,839 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share 0.07 0.07 0.28 0.28 Recent Accounting Standards 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. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On December 8, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), including 3,000,000 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 | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—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 4,833,333 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. As of September 30, 2021, the Company no longer has access to monies under this Note. 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 September 30, 2021 and 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 three months and nine months ended September 30, 2021, the Company incurred $45,000 and $135,000, respectively, for these services. No amounts were due as of September 30, 2021 and December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—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. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of September 30, 2021 and December 31, 2020, the Company has 7,666,667 and 4,833,333 Public Warrants and Private Placement Warrants, respectively, outstanding. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th 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 affect such registration or qualification. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants, and the common shares issuable upon the exercise of the Private Placement Warrants are not, 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. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 8—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). |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2021 Description Quoted Significant Significant Assets: Mutual Funds $ 230,007,087 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 6,516,670 $ - $ - Derivative warrant liabilities - Private $ - $ - $ 4,205,500 December 31, 2020 Description Quoted Significant Significant Assets: Mutual Funds $ 230,007,668 $ - $ - Liabilities: Derivative warrant liabilities - Public $ - $ - $ 11,883,330 Derivative warrant liabilities - Private $ - $ - $ 7,733,340 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value in January 2021, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since January 25, 2021. For the three months and nine months ended September 30, 2021, the Company recognized a gain to the statements of operations resulting from a decrease in the fair value of liabilities of $2.2 million and $8.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company continues to use a Monte Carlo simulation to value the Private Placement Warrants. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 21.0 % 14.0 % Stock price $ 10.12 $ 9.80 Expected life of the options to convert 6.00 5.00 Risk-free rate 0.51 % 1.09 % Dividend yield 0.0 % 0.0 % The change in the fair value of the Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Level 3 Derivative warrant liabilities at December 31, 2020 $ 19,616,670 Transfer of Public Warrants out of Level 3 (11,883,330 ) Change in value inputs or other assumptions (3,528,340 ) Level 3 Derivative warrant liabilities at September 30, 2021 $ 4,205,000 The Company transferred $11,883,330 out of Level 3 in the nine months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that, other than contained herein, all such events that would require recognition or disclosure have been recognized or disclosed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed 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. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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. There were no cash equivalents at September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely 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 in net gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 any cash held in the Trust Account. As of September 30, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 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 September 30, 2021 and December 31, 2020, the carrying values of cash, 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 portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and were presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The Company issued an aggregate of 7,666,667 warrants for Class A common stock in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option issued 4,833,333 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since January 25, 2021. |
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 September 30, 2021 and December 31, 2020, 23,000,000 and 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. |
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. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $162,000 and $27,000, respectively, with a full valuation allowance against them. 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 September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and 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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share In connection with the change in presentation for Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (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 income and losses of the Company. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per 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 the Private Placement to purchase an aggregate of 12,500,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income, as adjusted 1,563,634 390,909 6,499,355 1,624,839 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share 0.07 0.07 0.28 0.28 |
Recent Accounting Standards | Recent Accounting Standards 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. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets | March 31, 2021 June 30, 2021 Unaudited Unaudited Class A common stock subject to possible redemption As Previously Reported $ 208,227,040 $ 205,504,830 Adjustment $ 21,772,960 $ 24,495,170 As Restated $ 230,000,000 $ 230,000,000 Class A common stock As Previously Reported $ 218 $ 245 Adjustment $ (218 ) $ (245 ) As Restated $ - $ - Additional paid-in capital As Previously Reported $ 286,047 $ 3,008,230 Adjustment $ (286,047 ) $ (3,008,230 ) As Restated $ - $ - Retained Earnings (Accumulated deficit) As Previously Reported $ 4,713,169 $ 1,990,953 Adjustment $ (21,486,695 ) $ (21,486,695 ) As Restated $ (16,773,526 ) $ (19,495,742 ) Total stockholders’ equity (deficit) As Previously Reported $ 5,000,009 $ 5,000,003 Adjustment $ (21,772,960 ) $ (24,495,170 ) As Restated $ (16,772,951 ) $ (19,495,167 ) |
Schedule of statements of operations | Three Months Ended Three Months Ended Six Months Ended March 31, June 30, June 30, Unaudited Unaudited Unaudited Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption As Previously Reported $ 0.00 $ 0.00 $ 0.00 Adjustment $ 0.31 $ (0.09 ) $ 0.21 As Reported $ 0.31 $ (0.09 ) $ 0.21 Basic and diluted net income (loss) per share, Class B non-redeemable common stock As Previously Reported $ 1.55 $ (0.47 ) $ 1.07 Adjustment $ (1.24 ) $ 0.38 $ (0.86 ) As Reported $ 0.31 $ (0.09 ) $ 0.21 |
Schedule of statements of cash flows | Three Months Ended Six Months Ended March 31, June 30, Unaudited Unaudited Change in value of common stock subject to possible redemption As Previously Reported $ 8,891,860 $ 6,169,650 Adjustment $ (8,891,860 ) $ (6,169,650 ) As Reported $ - $ - |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net income, as adjusted 1,563,634 390,909 6,499,355 1,624,839 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share 0.07 0.07 0.28 0.28 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of the derivative warrant liabilities | Description Quoted Significant Significant Assets: Mutual Funds $ 230,007,087 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 6,516,670 $ - $ - Derivative warrant liabilities - Private $ - $ - $ 4,205,500 Description Quoted Significant Significant Assets: Mutual Funds $ 230,007,668 $ - $ - Liabilities: Derivative warrant liabilities - Public $ - $ - $ 11,883,330 Derivative warrant liabilities - Private $ - $ - $ 7,733,340 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of As of Volatility 21.0 % 14.0 % Stock price $ 10.12 $ 9.80 Expected life of the options to convert 6.00 5.00 Risk-free rate 0.51 % 1.09 % Dividend yield 0.0 % 0.0 % |
Schedule of the derivative warrant liabilities | Level 3 Derivative warrant liabilities at December 31, 2020 $ 19,616,670 Transfer of Public Warrants out of Level 3 (11,883,330 ) Change in value inputs or other assumptions (3,528,340 ) Level 3 Derivative warrant liabilities at September 30, 2021 $ 4,205,000 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Dec. 08, 2020 | Aug. 27, 2020 | Sep. 30, 2021 |
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 | ||
Percentage of trust account required for business combination | 80.00% | ||
Net tangible asset | $ 5,000,001 | ||
Public shares, percentage | 15.00% | ||
Price per share | $ 10 | ||
Interest to pay dissolution expenses | $ 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 | $ 1,100,000 | ||
Working capital | 1,300,000 | ||
Proceeds from sale amount | 25,000 | ||
Loaned from sponsor | $ 163,000 | ||
Business Acquisition [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Business acquisition percentage | 50.00% | ||
Sponsor [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Gross proceeds of approximately | $ 7,300,000 | ||
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) | $ 1.5 | ||
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 | ||
Price per unit (in Dollars per share) | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Net tangible assets (in Dollars) | $ 5,000,001 | ||
Class A Common Stock [Member] | Minimum [Member] | |||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |||
Subject to possible redemption shares | 20,550,478 | 20,822,704 | |
Class A Common Stock [Member] | Maximum [Member] | |||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |||
Subject to possible redemption shares | 23,000,000 | 23,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheets - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | $ 205,504,830 | $ 208,227,040 |
Class A common stock | 245 | 218 |
Additional paid-in capital | 3,008,230 | 286,047 |
Retained Earnings (Accumulated deficit) | 1,990,953 | 4,713,169 |
Total stockholders’ equity (deficit) | 5,000,003 | 5,000,009 |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | 24,495,170 | 21,772,960 |
Class A common stock | (245) | (218) |
Additional paid-in capital | (3,008,230) | (286,047) |
Retained Earnings (Accumulated deficit) | (21,486,695) | (21,486,695) |
Total stockholders’ equity (deficit) | (24,495,170) | (21,772,960) |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock subject to possible redemption | 230,000,000 | 230,000,000 |
Class A common stock | ||
Additional paid-in capital | ||
Retained Earnings (Accumulated deficit) | (19,495,742) | (16,773,526) |
Total stockholders’ equity (deficit) | $ (19,495,167) | $ (16,772,951) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of operations - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Previously Reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption | $ 0 | $ 0 | $ 0 |
Basic and diluted net income (loss) per share, Class B non-redeemable common stock | (0.47) | 1.55 | 1.07 |
Adjustment [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption | (0.09) | 0.31 | 0.21 |
Basic and diluted net income (loss) per share, Class B non-redeemable common stock | 0.38 | (1.24) | (0.86) |
As Reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption | (0.09) | 0.31 | 0.21 |
Basic and diluted net income (loss) per share, Class B non-redeemable common stock | $ (0.09) | $ 0.31 | $ 0.21 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of statements of cash flows - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Previously Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Change in value of common stock subject to possible redemption | $ 8,891,860 | $ 6,169,650 |
Adjustment [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Change in value of common stock subject to possible redemption | (8,891,860) | (6,169,650) |
As Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Change in value of common stock subject to possible redemption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage (in Dollars) | $ 250,000 | |
Deferred tax assets (in Dollars) | $ 162,000 | $ 27,000 |
Initial Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate of common stock, shares | 7,666,667 | |
Private Placement [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Share issued | 4,833,333 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate of common stock, shares | 12,500,000 | |
Subject to possible redemption | 23,000,000 | 23,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,563,634 | $ 6,499,355 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 23,000,000 | 23,000,000 |
Basic and diluted net income per common share | $ 0.07 | $ 0.28 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 390,909 | $ 1,624,839 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic and diluted net income per common share | $ 0.07 | $ 0.28 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 08, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | |||
Exercise price | $ 9.8 | $ 10.12 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering units | 23,000,000 | ||
Gross proceeds | $ 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 unit | $ 10 | ||
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Common stock par value | 0.0001 | $ 0.0001 | |
Exercise price | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2020 | Aug. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | Aug. 06, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate of share issued | $ 25,000 | ||||||
Price per share (in Dollars per share) | $ 0.005 | ||||||
Stock dividend, description | 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. | ||||||
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. | ||||||
Borrowed loan | $ 163,000 | ||||||
Office space | $ 15,000 | ||||||
Services expenses | $ 45,000 | $ 135,000 | |||||
Promissory Note Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 300,000 | ||||||
Working Capital Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Warrants price per share (in Dollars per share) | $ 1.5 | $ 1.5 | |||||
Related party transaction | $ 1,500,000 | ||||||
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) | 1.5 | $ 1.5 | |||||
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 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock outstanding (in Shares) | 5,750,000 | ||||||
Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | ||||
Warrants price per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2020 | Sep. 30, 2021 | |
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 consulting fee | $ 50,000 | |
Initial Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Additional units to cover over-allotment (in Shares) | 3,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants exercise price | $ 11.5 | |
Warrant expire | 5 years | |
Per share | $ 9.8 | $ 10.12 |
Market value percentage | 180.00% | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants issued (in Shares) | 7,666,667 | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants issued (in Shares) | 4,833,333 | |
Warrants description | ●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. | |
Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Total equity proceeds, percentage | 60.00% | |
Market value percentage | 115.00% | |
Redemption trigger price | $ 18 | |
Warrant [Member] | Business Acquisition [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Per share | 9.2 | |
Class A Common Stock [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Per share | 11.5 | |
Class A Common Stock [Member] | Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Per share | $ 9.2 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | Dec. 03, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 27, 2020 |
Stockholders’ Equity (Details) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Conversion price percentage | 20.00% | |||
Class A Common Stock [Member] | ||||
Stockholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 23,000,000 | 23,000,000 | ||
Common stock, shares outstanding | 23,000,000 | 23,000,000 | ||
Common stock shares subject to possible redemption | 23,000,000 | |||
Class B Common Stock [Member] | ||||
Stockholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,031,250 | |
Stock dividend shares | 0.143 | |||
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) [Line Items] | ||
Fair value of liabilities | $ 2,200,000 | $ 8,900,000 |
Level 3 [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Transferred fair value | $ 11,883,330 | $ 11,883,330 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Mutual Funds | $ 230,007,087 | $ 230,007,668 |
Liabilities: | ||
Derivative warrant liabilities - Public | 6,516,670 | |
Derivative warrant liabilities - Private | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Mutual Funds | ||
Liabilities: | ||
Derivative warrant liabilities - Public | ||
Derivative warrant liabilities - Private | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Mutual Funds | ||
Liabilities: | ||
Derivative warrant liabilities - Public | 11,883,330 | |
Derivative warrant liabilities - Private | $ 4,205,500 | $ 7,733,340 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract] | ||
Volatility | 14.00% | 21.00% |
Stock price (in Dollars per share) | $ 9.8 | $ 10.12 |
Expected life of the options to convert | 5 years | 6 years |
Risk-free rate | 1.09% | 0.51% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the derivative warrant liabilities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of the derivative warrant liabilities [Abstract] | |
Level 3 Derivative warrant liabilities at December 31, 2020 | $ 19,616,670 |
Transfer of Public Warrants out of Level 3 | (11,883,330) |
Change in value inputs or other assumptions | (3,528,340) |
Level 3 Derivative warrant liabilities at September 30, 2021 | $ 4,205,000 |