Document Entity And Information
Document Entity And Information | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Sunlight Financial Holdings Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Entity Central Index Key | 0001821850 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 1 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash and cash equivalents | $ 715,580 |
Prepaid expenses | 1,884,598 |
Total current assets | 2,600,178 |
Investments held in Trust Account | 345,010,316 |
Total Assets | 347,610,494 |
Current liabilities: | |
Accounts payable | 375,291 |
Accrued expenses | 588,317 |
Franchise tax payable | 21,788 |
Total current liabilities | 985,396 |
Derivative warrant liabilities | 42,283,500 |
Deferred underwriting commissions | 12,075,000 |
Total liabilities | 55,343,896 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 28,726,659 shares subject to possible redemption at $10.00 per share | 287,266,590 |
Stockholders? Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 22,829,882 |
Accumulated deficit | (17,831,314) |
Total stockholders' equity | 5,000,008 |
Total Liabilities and Stockholders' Equity | 347,610,494 |
Class A common stock | |
Stockholders? Equity: | |
Common stock | 577 |
Total stockholders' equity | 577 |
Class B common stock | |
Stockholders? Equity: | |
Common stock | 863 |
Total stockholders' equity | $ 863 |
BALANCE SHEET (Parentheticals)
BALANCE SHEET (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Common stock subject to possible redemption par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock subject to possible redemption | 28,726,659 |
Common stock redemption at per share (in Dollars per share) | $ / shares | $ 10 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 250,000,000 |
Common stock, shares issued | 5,773,341 |
Common stock, shares outstanding | 5,773,341 |
Class B common stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 8,625,000 |
Common stock, shares outstanding | 8,625,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 688,009 |
Franchise tax expense | 21,789 |
Loss from operations | (709,798) |
Other (expense) income: | |
Net gain from investments held in Trust Account | 10,316 |
Change in fair value of derivative warrant liabilities | (16,168,500) |
Transaction costs ? derivative warrant liabilities | (963,332) |
Loss before income taxes | (17,831,314) |
Income tax benefit | 0 |
Net loss | $ (17,831,314) |
Class A common stock | |
Other (expense) income: | |
Weighted average shares outstanding, basic (in shares) | shares | 34,500,000 |
Basic net loss per share (in dollars per share) | $ / shares | $ 0 |
Class B common stock | |
Other (expense) income: | |
Weighted average shares outstanding, basic (in shares) | shares | 7,764,706 |
Basic net loss per share (in dollars per share) | $ / shares | $ (2.30) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stock | Class B common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 16, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in Shares) at Aug. 16, 2020 | 0 | 0 | |||
Issuance of Class B common stock to initial stockholders | $ 0 | $ 863 | 24,137 | 0 | $ 25,000 |
Issuance of Class B common stock to initial stockholders (in Shares) | 0 | 8,625,000 | |||
Sale of units in initial public offering, gross | 345,000,000 | ||||
Sale of units in initial public offering, less derivative liabilities for public warrants | $ 3,450 | $ 0 | 328,781,550 | 0 | 328,785,000 |
Sale of units in initial public offering, less derivative liabilities for public warrants (in Shares) | 34,500,000 | 0 | |||
Offering costs | $ 0 | $ 0 | (18,712,088) | (18,712,088) | |
Sale of private placement warrants to Sponsor in private placement | 9,900,000 | ||||
Common stock subject to possible redemption | $ (2,873) | $ 0 | (287,263,717) | 0 | (287,263,717) |
Common stock subject to possible redemption (in Shares) | (28,726,659) | 0 | |||
Net loss | $ 0 | $ 0 | 0 | (17,831,314) | (17,831,314) |
Balance at Dec. 31, 2020 | $ 577 | $ 863 | 22,829,882 | (17,831,314) | 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 5,773,341 | 8,625,000 | |||
Common stock subject to possible redemption | (15,231,908) | (15,232,060) | |||
Net loss | (15,232,061) | (15,232,061) | |||
Balance at Mar. 31, 2021 | 38,061,790 | (33,063,375) | 5,000,007 | ||
Balance at Dec. 31, 2020 | $ 577 | $ 863 | 22,829,882 | (17,831,314) | 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 5,773,341 | 8,625,000 | |||
Balance at Jun. 30, 2021 | 39,664,893 | (34,666,501) | 5,000,001 | ||
Balance at Mar. 31, 2021 | 38,061,790 | (33,063,375) | 5,000,007 | ||
Common stock subject to possible redemption | (1,603,103) | (1,603,120) | |||
Net loss | (1,603,126) | (1,603,126) | |||
Balance at Jun. 30, 2021 | $ 39,664,893 | $ (34,666,501) | $ 5,000,001 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (17,831,314) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor under promissory note | 76,983 |
Net gain from investments held in Trust Account | (10,316) |
Change in fair value of warrant derivative liabilities | 16,168,500 |
Transaction costs ? derivative warrant liabilities | 963,332 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,884,598) |
Accounts payable | 28,991 |
Accrued expenses | 508,317 |
Franchise tax payable | 21,788 |
Net cash used in operating activities | (1,958,317) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (345,000,000) |
Net cash provided by investing activities | (345,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related parties | (234,633) |
Proceeds received from initial public offering, gross | 345,000,000 |
Proceeds received from private placement | 9,900,000 |
Offering costs paid | (6,991,470) |
Net cash provided by financing activities | 347,673,897 |
Net change in cash | 715,580 |
Cash and cash equivalents - beginning of the period | 0 |
Cash and cash equivalents - end of the period | 715,580 |
Supplemental disclosure of noncash financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 |
Offering costs included in accounts payable | 346,300 |
Offering costs included in accrued expenses | 80,000 |
Offering costs paid by related party under promissory note | 157,650 |
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 |
Initial value of Class A common stock subject to possible redemption | 303,997,820 |
Change in value of Class A common stock subject to possible redemption | $ (16,731,230) |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 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 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 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 subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Proposed Business Combination On January 23, 2021, we entered into a business combination agreement (the “Business Combination Agreement”) with SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of the Company (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). Subject to the satisfaction or waiver of the conditions to closing of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Transactions will effect a business combination between us and Sunlight. Following the closing of the Transactions (the “Closing”), the combined company will be organized in an “Up-C” structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan’s only material assets will be its equity interests in Sunlight. The Boards of Directors of each of the Company (acting following consultation with a duly formed transaction committee) and Sunlight have unanimously approved the Transaction. The Transaction will require the approval of the stockholders of the Company and equity holders of Sunlight, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The transaction is expected to close in the second quarter of 2021. Sunlight Support Agreement In connection with the entry into the Business Combination Agreement, on January 23, 2021, certain members of Sunlight whose approval is sufficient to approve and adopt the Business Combination Agreement and the Transactions on behalf of Sunlight’s members (the “Requisite Sunlight Members”), entered into a support agreement, pursuant to which, among other things, the Requisite Sunlight Members agreed to execute and deliver a written consent approving the Business Combination Agreement and the Transactions within two business days after the effectiveness of the Registration Statement and to vote in favor of the approval and adoption of the Business Combination Agreement and the Transactions. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the closing of the Transactions, we and our initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by us. Amendment to Letter Agreement In connection with the execution of the Business Combination Agreement, on January 23, 2021, the Company, the Sponsor and certain other members of our board of directors and/or management team (the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement (the “Existing Letter Agreement”) dated as of November 24, 2020, by and among the Company, our Sponsor and the Insiders, pursuant to which the Sponsor and each Insider will agree, effective as of the closing and subject to certain exceptions, to modify the lock-up restrictions set forth in the Existing Letter Agreement as follows: (i) 80% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination (as defined in the Existing Letter Agreement)) held by it, him or her will be restricted from Transfer (as defined in the Letter Agreement Amendment) until the one-year anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property; and (ii) 20% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination) held by it, him or her will be restricted from Transfer until the six-month anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period ending at least 90 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property. Subscription Agreements In connection with the execution of the Business Combination Agreement, on January 23, 2021, we entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and we agreed to sell to the Subscribers, an aggregate of 25,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the closing. Pursuant to the Subscription Agreements, we agreed that, within 30 calendar days after the consummation of the Transactions, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and we will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. Refer to the Company’s current report on Form 8-K, filed with the SEC on January 25, 2021, for more information. Liquidity and Going Concern The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $716,000 in its operating bank account, approximately $9,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $1.6 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Through December 31, 2020, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $235,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company’s sponsor is Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (the “Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination On July 9, 2021 (the “Closing Date”), Sunlight Financial Holdings Inc., a Delaware corporation (formerly known as Spartan Acquisition Corp. II), consummated the previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated January 23, 2021, by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan Sub (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”), and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Business Combination.” Upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions,” and such completion, the “Closing”), the post-combination company is organized in an “Up-C” structure, such that all of the material assets of the combined company are held by Sunlight, and the only material asset of the Company (together with its wholly-owned subsidiaries, Spartan Sub, Holdings I and Holdings II) is its indirect equity interests in Sunlight. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the Closing of the Transactions, the Company and the initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the Closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by the Company. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $140,000 in its operating bank account and a working capital deficit of approximately $6.0 million. Through June 30, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (see Note 4) of approximately $235,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the execution of the Business Combination Agreement, on January 23, 2021, Spartan entered into the Subscription Agreements with the New PIPE Investors (as defined in the Proxy Statement) pursuant to which the New PIPE Investors agreed to purchase, and Spartan agreed to sell to the New PIPE Investors, an aggregate of 25,000,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $250.0 million, in a private placement (the “PIPE Financing”). Upon closing of the Business Combination, the Company retained $50 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of Sunlight. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements On May 6, 2021, the audit committee of the board of directors of the Company (the “Audit Committee”), in consultation with the Company’s independent registered public accounting firm and management, concluded that, because of a misapplication of the accounting guidance related to its public and Private Placement Warrants issued by the Company in November 2020 in connection with the Initial Public Offering (collectively, the “Warrants”), the Company’s previously issued financial statements as of December 31, 2020 and for the period from August 17, 2020 (inception) to December 31, 2020 (the “Affected Period”) should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in the Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 (“Amendment No. 1”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC (the “SEC Staff”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 30, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s Audit Committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on November 30, 2020, in light of the SEC Staff’s recent published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations for each reporting period. Therefore, the Company, in consultation with the Company’s independent registered public accounting firm, management and its Audit Committee, concluded that its previously issued financial statements as of December 31, 2020 and for the period from August 17, 2020 (inception) to December 31, 2020 should be restated and should no longer be relied upon following a misapplication in the guidance relating to the accounting of the Company’s outstanding warrants, including the 17,250,000 warrants included in the units issued by the Company in its Initial Public Offering and the 9,900,000 Private Placement Warrants that were issued to the Company’s Sponsor in the Private Placement that closed concurrently with the closing of the Initial Public Offering. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 347,610,494 $ — $ 347,610,494 Liabilities and Stockholders’ Equity: Total current liabilities $ 985,396 $ — $ 985,396 Deferred underwriting commissions 12,075,000 — 12,075,000 Stock warrant liabilities — 42,283,500 42,283,500 Total liabilities 13,060,396 42,283,500 55,343,896 Class A common stock, $0.0001 par value; shares subject to possible redemption 329,550,090 (42,283,500) 287,266,590 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock – $0.0001 par value 154 423 577 Class B common stock – $0.0001 par value 863 — 863 Additional paid-in-capital 5,698,473 17,131,409 22,829,882 Accumulated deficit (699,482) (17,131,832) (17,831,314.00) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 347,610,494 $ — $ 347,610,494 Period From August 17, 2020 (inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (709,798) $ — $ (709,798) Other (expense) income: Change in fair value of warrant liabilities — (16,168,500) (16,168,500) Transaction costs – Warrants — (963,332) (963,332) Net gain from investments held in Trust Account 10,316 — 10,316 Total other (expense) income 10,316 (17,131,832) (17,121,516) Loss before income tax expense (699,482) (17,131,832) (17,831,314) Income tax expense — — — Net loss $ (699,482) $ (17,131,832) $ (17,831,314) Basic and Diluted weighted-average Class A common shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 7,764,706 — 7,764,706 Basic and Diluted net loss per Class B common shares $ (0.09) $ (2.21) $ (2.30) Period From August 17, 2020 (inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (699,482) $ (17,131,832) $ (17,831,314) Change in fair value of warrant liabilities — (16,168,500) (16,168,500) Transaction costs – warrants — (963,332) (963,332) Net cash used in operating activities (1,958,317) — (1,958,317) Net cash used in investing activities (345,000,000) — (345,000,000) Net cash provided by financing activities 347,673,897 — 347,673,897 Net change in cash $ 715,580 $ — $ 715,580 In addition, the impact to the balance sheet dated November 30, 2020, filed on a Current Report on Form 8-K with the SEC on December 4, 2020 related to the impact of accounting for the Warrants as liabilities at fair value resulted in a $26.1 million increase to the derivative warrant liabilities line item at November 30, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 auditor 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. 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 FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 unaudited condensed consolidated 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. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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: ● ● ● 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 June 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Initial Public Offering | ||
Initial Public Offering | Note 4 — Initial Public Offering On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Units, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one -half of one warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). | Note 3 - Initial Public Offering On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share, and one-half of one warrant (each, a “Public Warrant” and, together with the Private Placement Warrants, the “Warrants”). |
Related Party Transactions
Related Party Transactions | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock, (which receipt of such dividends was waived by the independent director nominees) resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $10,000 for such services for the period ended December 31, 2020. | Note 4 - Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock” or “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock (which receipt of such dividends was waived by the independent director nominees), resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $30,000 and $60,000 for such services for the three and six months ended June 30, 2021, respectively. As of June 30, 2021 and December 31, 2020, there were no outstanding balance on the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any 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, if any), are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Derivative Warrant Liabilities | ||
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 17,250,000 and 9,900,000 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30 -day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. | Note 6 - Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 Public Warrants and 9,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares of common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; ● upon a minimum of 30 days’ prior written notice to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down, to the nearest whole number, the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity | ||
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock outstanding Class B Common Stock All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 shares of Class B common stock outstanding, up to 1,125,000 shares were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Founder Shares would collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On December 31, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock — issued | Note 7 — Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 27,043,141 and 28,726,659 shares were subject to possible redemption at June 30, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity in the accompanying balance sheets. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy during the period from August 17, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized an expense in the statement of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $16.2 million. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is 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 estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % The change in the fair value of the derivative warrant liabilities for the period from August 17, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The Company transferred $31,567,500 of Public Warrants out of Level 3 to Level 1 due to the use of a quoted price in an active market. There were no other transfers between levels for the three and six months ended June 30, 2021. As of December 31, 2020, the fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model. As of June 30, 2021, the Company utilizes the Black-Scholes option pricing model and a quoted price in an active market to estimate the fair value of the Private Placement Warrants and Public Warrants, respectively, with changes in fair value recognized in the unaudited condensed consolidated statement of operations. For the three months ended June 30, 2021, the Company recognized a change from an increase in the fair value of liabilities of approximately $1,013,000 and for six months ended June 30, 2021, the Company recognized a change from a decrease in the fair value of liabilities of approximately $9,161,000 presented on the accompanying unaudited condensed consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. 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 as their measurement dates: As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from August 17, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ (2,407) State — Deferred Federal (144,482) State — Change in valuation allowance 146,888 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: 2020 Start-up/Organization costs $ 144,482 Net operating loss carryforwards 2,407 Total deferred tax assets 146,888 Valuation allowance (146,888) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2020, the valuation allowance was approximately $147,000. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from August 17, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (19.0) % Transaction costs – derivative warrant liabilities (1.1) % Change in Valuation Allowance (0.8) % Income Taxes Benefit 0.0 % |
Subsequent Events
Subsequent Events | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | Note 11 — Subsequent Events As described in Note 1 — Description of Organization and Business Operations above, on January 23, 2021 the Company entered into a business combination agreement and plan of reorganization with Sunlight Financial LLC. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued, and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the financial statements. | Note 9 — Subsequent Events As described in Note 1 “Description of Organization and Business Operations” above, on July 9, 2021, the Company consummated the previously announced business combination plan of reorganization with Sunlight. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. | |
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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | 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. 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: ● ● ● 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 June 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. | Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements | |
Summary of impact of the restatement on the balance sheets, statements of operations and statements of cash flows | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 347,610,494 $ — $ 347,610,494 Liabilities and Stockholders’ Equity: Total current liabilities $ 985,396 $ — $ 985,396 Deferred underwriting commissions 12,075,000 — 12,075,000 Stock warrant liabilities — 42,283,500 42,283,500 Total liabilities 13,060,396 42,283,500 55,343,896 Class A common stock, $0.0001 par value; shares subject to possible redemption 329,550,090 (42,283,500) 287,266,590 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock – $0.0001 par value 154 423 577 Class B common stock – $0.0001 par value 863 — 863 Additional paid-in-capital 5,698,473 17,131,409 22,829,882 Accumulated deficit (699,482) (17,131,832) (17,831,314.00) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 347,610,494 $ — $ 347,610,494 Period From August 17, 2020 (inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (709,798) $ — $ (709,798) Other (expense) income: Change in fair value of warrant liabilities — (16,168,500) (16,168,500) Transaction costs – Warrants — (963,332) (963,332) Net gain from investments held in Trust Account 10,316 — 10,316 Total other (expense) income 10,316 (17,131,832) (17,121,516) Loss before income tax expense (699,482) (17,131,832) (17,831,314) Income tax expense — — — Net loss $ (699,482) $ (17,131,832) $ (17,831,314) Basic and Diluted weighted-average Class A common shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 7,764,706 — 7,764,706 Basic and Diluted net loss per Class B common shares $ (0.09) $ (2.21) $ (2.30) Period From August 17, 2020 (inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (699,482) $ (17,131,832) $ (17,831,314) Change in fair value of warrant liabilities — (16,168,500) (16,168,500) Transaction costs – warrants — (963,332) (963,332) Net cash used in operating activities (1,958,317) — (1,958,317) Net cash used in investing activities (345,000,000) — (345,000,000) Net cash provided by financing activities 347,673,897 — 347,673,897 Net change in cash $ 715,580 $ — $ 715,580 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements | ||
Schedule of company?s financial assets and liabilities that are measured at fair value on a recurring basis | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 |
Schedule of quantitative information regarding Level 3 fair value measurements | As of As of November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % | As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of income tax provision (benefit) | The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ (2,407) State — Deferred Federal (144,482) State — Change in valuation allowance 146,888 Income tax provision $ — |
Schedule of deferred tax assets or liabilities | The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: 2020 Start-up/Organization costs $ 144,482 Net operating loss carryforwards 2,407 Total deferred tax assets 146,888 Valuation allowance (146,888) Deferred tax asset, net of allowance $ — |
Schedule of federal income tax rate to the Company?s effective tax rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from August 17, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (19.0) % Transaction costs – derivative warrant liabilities (1.1) % Change in Valuation Allowance (0.8) % Income Taxes Benefit 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jan. 23, 2021 | Nov. 30, 2020 | Jan. 23, 2021 | Aug. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price per share (in Dollars per share) | $ 11.50 | |||||
Offering costs. | $ 19,700,000 | |||||
Deferred underwriting fees | $ 12,100,000 | |||||
Fair market value, percentage | 80.00% | |||||
Business combination, description | Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 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 subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||
Letter Agreement Description | 80% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination (as defined in the Existing Letter Agreement)) held by it, him or her will be restricted from Transfer (as defined in the Letter Agreement Amendment) until the one-year anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property; and | |||||
Aggregate purchase price | $ 25,000 | |||||
Operating bank account | 716,000 | |||||
Interest income | 10,316 | |||||
Working capital deficit | 1,600,000 | $ 6,000,000 | ||||
Offering costs in exchange | 25,000 | 25,000 | ||||
Loan participation | 235,000 | $ 235,000 | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||||
Trust Account | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Business combination agreement | The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | |||||
IPO [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Number of shares issued (in Shares) | 34,500,000 | |||||
Share price per share (in Dollars per share) | $ 10 | $ 0.20 | ||||
Business combination with proceeds | $ 345,000,000 | |||||
Sale of units (in Shares) | 34,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Number of shares issued (in Shares) | 4,500,000 | |||||
Share price per share (in Dollars per share) | $ 10 | |||||
Private Placement [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price per share (in Dollars per share) | $ 1 | |||||
Business combination with proceeds | $ 9,900,000 | |||||
Sale of units (in Shares) | 9,900,000 | |||||
Net proceeds | $ 345,000,000 | |||||
Net proceeds of shares (in Dollars per share) | $ 10 | |||||
Class B common stock | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Issuance of Class B common stock to initial stockholders (in Shares) | 11,500,000 | 8,625,000 | ||||
Aggregate purchase price | $ 863 | |||||
Class B common stock | Founders Stock Agreement | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Business Combination Agreement percentage | 25.00% | |||||
Class A common stock | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Number of shares issued (in Shares) | 25,000,000 | 25,000,000 | ||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Business combination with proceeds | $ 250,000,000 | |||||
Issuance of Class B common stock to initial stockholders (in Shares) | 0 | |||||
Aggregate purchase price | $ 0 | |||||
Working capital deficit | $ 50,000,000 | |||||
Class A common stock | Founders Stock Agreement | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Business Combination Agreement percentage | 5.00% | |||||
Class A common stock | Subsequent Event [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Issuance of Class B common stock to initial stockholders (in Shares) | 25,000,000 | |||||
Aggregate purchase price | $ 250,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Balance sheet (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Aug. 16, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Public warrants outstanding | 17,250,000 | 17,250,000 | 17,250,000 | ||||
Private placement warrants outstanding | 9,900,000 | 9,900,000 | 9,900,000 | ||||
Total assets | $ 347,610,494 | $ 346,562,390 | $ 347,610,494 | ||||
Liabilities and Stockholders? Equity: | |||||||
Total current liabilities | 985,396 | 7,611,979 | 985,396 | ||||
Deferred underwriting commissions | 12,075,000 | 12,075,000 | |||||
Stock warrant liabilities | 42,283,500 | 51,444,000 | 42,283,500 | ||||
Total liabilities | 55,343,896 | 71,130,979 | 55,343,896 | ||||
Class A common stock, $0.0001 par value; 28,726,659 shares subject to possible redemption at $10.00 per share | 287,266,590 | 270,431,410 | 287,266,590 | ||||
Stockholders? Equity: | |||||||
Preferred stock- $0.0001 par value | |||||||
Additional paid-in-capital | 22,829,882 | 39,664,893 | 22,829,882 | ||||
Accumulated deficit | (17,831,314) | (34,666,501) | (17,831,314) | ||||
Total stockholders' equity | 5,000,008 | 5,000,001 | 5,000,008 | $ 5,000,007 | |||
Total Liabilities and Stockholders' Equity | $ 347,610,494 | $ 346,562,390 | $ 347,610,494 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Class A common stock | |||||||
Stockholders? Equity: | |||||||
Common stock | $ 577 | $ 746 | $ 577 | ||||
Total stockholders' equity | $ 577 | $ 577 | $ 0 | ||||
Common stock subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class B common stock | |||||||
Stockholders? Equity: | |||||||
Common stock | $ 863 | $ 863 | $ 863 | ||||
Total stockholders' equity | $ 863 | $ 863 | $ 0 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restatement of warrants as derivative liabilities | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total assets | $ 347,610,494 | $ 347,610,494 | |||||
Liabilities and Stockholders? Equity: | |||||||
Total current liabilities | 985,396 | 985,396 | |||||
Deferred underwriting commissions | 12,075,000 | 12,075,000 | |||||
Total liabilities | 13,060,396 | 13,060,396 | |||||
Class A common stock, $0.0001 par value; 28,726,659 shares subject to possible redemption at $10.00 per share | 329,550,090 | 329,550,090 | |||||
Stockholders? Equity: | |||||||
Additional paid-in-capital | 5,698,473 | 5,698,473 | |||||
Accumulated deficit | (699,482) | (699,482) | |||||
Total stockholders' equity | 5,000,008 | 5,000,008 | |||||
Total Liabilities and Stockholders' Equity | 347,610,494 | 347,610,494 | |||||
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||||||
Liabilities and Stockholders? Equity: | |||||||
Stock warrant liabilities | 42,283,500 | 42,283,500 | |||||
Total liabilities | 42,283,500 | 42,283,500 | |||||
Class A common stock, $0.0001 par value; 28,726,659 shares subject to possible redemption at $10.00 per share | (42,283,500) | (42,283,500) | |||||
Stockholders? Equity: | |||||||
Additional paid-in-capital | 17,131,409 | 17,131,409 | |||||
Accumulated deficit | (17,131,832) | (17,131,832) | |||||
Restatement of warrants as derivative liabilities | Class A common stock | As Previously Reported | |||||||
Stockholders? Equity: | |||||||
Common stock | 154 | 154 | |||||
Restatement of warrants as derivative liabilities | Class A common stock | Restatement Adjustment | |||||||
Stockholders? Equity: | |||||||
Common stock | 423 | 423 | |||||
Restatement of warrants as derivative liabilities | Class B common stock | As Previously Reported | |||||||
Stockholders? Equity: | |||||||
Common stock | $ 863 | $ 863 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statement of operations (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Loss from operations | $ (2,615,915) | $ (709,798) | $ (7,742,249) |
Other (expense) income: | |||
Change in fair value of derivative warrant liabilities | 1,012,500 | (16,168,500) | (9,160,500) |
Transaction costs ? Warrants | (963,332) | ||
Net gain from investments held in Trust Account | 10,316 | ||
Total other (expense) income | (17,121,516) | ||
Loss before income taxes | (1,597,853) | (17,831,314) | (16,828,187) |
Income tax expense | 5,273 | 0 | 7,000 |
Net loss | $ (1,603,126) | $ (17,831,314) | $ (16,835,187) |
Class A common stock | |||
Other (expense) income: | |||
Weighted average shares outstanding, basic (in shares) | 34,500,000 | ||
Basic net loss per share (in dollars per share) | $ 0 | ||
Class B common stock | |||
Other (expense) income: | |||
Weighted average shares outstanding, basic (in shares) | 7,764,706 | ||
Basic net loss per share (in dollars per share) | $ (2.30) | ||
Restatement of warrants as derivative liabilities | As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Loss from operations | $ (709,798) | ||
Other (expense) income: | |||
Net gain from investments held in Trust Account | 10,316 | ||
Total other (expense) income | 10,316 | ||
Loss before income taxes | (699,482) | ||
Net loss | (699,482) | ||
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||
Other (expense) income: | |||
Change in fair value of derivative warrant liabilities | (16,168,500) | ||
Transaction costs ? Warrants | (963,332) | ||
Total other (expense) income | (17,131,832) | ||
Loss before income taxes | (17,131,832) | ||
Net loss | $ (17,131,832) | ||
Restatement of warrants as derivative liabilities | Class A common stock | As Previously Reported | |||
Other (expense) income: | |||
Weighted average shares outstanding, basic (in shares) | 34,500,000 | ||
Restatement of warrants as derivative liabilities | Class B common stock | As Previously Reported | |||
Other (expense) income: | |||
Weighted average shares outstanding, basic (in shares) | 7,764,706 | ||
Basic net loss per share (in dollars per share) | $ (0.09) | ||
Restatement of warrants as derivative liabilities | Class B common stock | Restatement Adjustment | |||
Other (expense) income: | |||
Basic net loss per share (in dollars per share) | $ (2.21) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Statement of cash flows (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | $ (1,603,126) | $ (17,831,314) | $ (16,835,187) | ||
Change in fair value of derivative warrant liabilities | 1,012,500 | (16,168,500) | (9,160,500) | ||
Transaction costs ? Warrants | (963,332) | ||||
Net cash used in operating activities | (1,958,317) | (612,860) | |||
Net cash used in investing activities | (345,000,000) | $ 37,485 | |||
Net cash provided by financing activities | 347,673,897 | ||||
Net change in cash | 715,580 | ||||
Increase to derivative warrant liabilities | $ 16,168,500 | $ (495,000) | $ 4,653,000 | ||
Restatement of warrants as derivative liabilities | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Increase to derivative warrant liabilities | 26,100,000 | ||||
Restatement of warrants as derivative liabilities | As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | (699,482) | ||||
Net cash used in operating activities | (1,958,317) | ||||
Net cash used in investing activities | (345,000,000) | ||||
Net cash provided by financing activities | 347,673,897 | ||||
Net change in cash | 715,580 | ||||
Restatement of warrants as derivative liabilities | Restatement Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net loss | (17,131,832) | ||||
Change in fair value of derivative warrant liabilities | (16,168,500) | ||||
Transaction costs ? Warrants | $ (963,332) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Cash held in the Trust Account | $ 79,000 | $ 345,047,000 | $ 79,000 | |
Federal depository insurance coverage | $ 250,000 | |||
Net asset per value (in Dollars per share) | $ 1 | $ 1 | ||
OtherOfferingCosts | $ 19,700,000 | |||
Other Underwriting Expense | 12,100,000 | |||
Public warrants | 17,250,000 | 17,250,000 | 17,250,000 | |
Private placement warrants outstanding | 9,900,000 | 9,900,000 | 9,900,000 | |
OfferingCosts | 18,700,000 | |||
Offering Cost Charged Expenses | $ 1,000,000 | |||
Increase in the fair value of derivative warrant liabilities | $ 16,200,000 | |||
Financing costs incurred on derivative liabilities | $ 1,000,000 | |||
Class A common stock | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Class A common stock subject to possible redemption (in Shares) | 28,726,659 | 27,043,141 | 28,726,659 | |
Purchase of common shares (in Shares) | 27,150,000 | 27,150,000 | ||
Investment income earned on the trust account | $ 10,000 | |||
Investment income earned | 10,000 | |||
General and administration expenses | 688,000 | |||
Franchise taxes | 11,000 | |||
OfferingCosts | 0 | |||
Class B common stock | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Net loss of weighted average | 17,800,000 | |||
OfferingCosts | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 30, 2020 | Jan. 23, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||||
Issued to underwriters (in Shares) | 4,500,000 | 4,500,000 | ||
Purchase price (in Dollars per share) | $ 11.50 | |||
Deferred underwriting commissions | $ 12,075,000 | |||
Public Warrants | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of shares issuable per warrant | 0.5 | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units | 34,500,000 | |||
Purchase price (in Dollars per share) | $ 10 | $ 0.20 | ||
Gross proceeds | $ 345,000,000 | |||
Offering costs | 19,700,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Issued to underwriters (in Shares) | 4,500,000 | |||
Purchase price (in Dollars per share) | $ 10 | |||
Class A common stock | ||||
Initial Public Offering (Details) [Line Items] | ||||
Purchase price (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 250,000,000 | |||
Number of shares in a unit | 1 | |||
Number of shares issuable per warrant | 0.361 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Nov. 30, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Founder shares, description | In August 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock, (which receipt of such dividends was waived by the independent director nominees) resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. | ||
Description of sale of stock | The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
Private placement warrants shares | 9,900,000 | ||
Sale of price per share | $ 1 | ||
Proceeds value | $ 9,900,000 | $ 9,900,000 | |
Related party loans, description | On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. | ||
Lender discretion | $ 1,500,000 | ||
Sponsor total amount | 10,000 | ||
Services paid | $ 10,000 | ||
Working Capital Loans | |||
Related Party Transactions (Details) [Line Items] | |||
Business combination warrants price | $ 1 | ||
Over-Allotment Option [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Share subject to forfeiture | 1,125,000 | ||
Class A common stock | |||
Related Party Transactions (Details) [Line Items] | |||
Private placement warrants | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Nov. 30, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||
Purchase additional units | 4,500,000 | 4,500,000 | |
Shares issued price per share (in Dollars per share) | $ 11.50 | ||
Aggregate payable | $ 6.9 | ||
Underwriting per unit | $ 0.35 | ||
Deferred underwriting fees | $ 12.1 | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Shares issued price per share (in Dollars per share) | $ 0.20 | $ 10 | |
Aggregate payable | $ 6.9 | ||
Underwriting per unit | $ 0.35 | ||
Deferred underwriting fees | $ 12.1 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020D$ / sharesshares | Jun. 30, 2021shares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Public warrants | shares | 17,250,000 | 17,250,000 | 17,250,000 |
Private placement warrants outstanding | shares | 9,900,000 | 9,900,000 | 9,900,000 |
Warrant description | The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act) | The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | |
Business combination term. | 30 days | 30 days | |
Warrants exercise basis | cashless basis | ||
Number of fractional shares of Class A common stock will be issued upon redemption. | shares | 0 | 0 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Number of trading days on which fair market value of shares is reported | D | 10 | ||
Private placement warrants | $ 11.50 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 0.361 | 0.361 | |
Price per share of Class A common stock equals or exceeds $18.00 | Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock redemption stock price per share (in Dollars per share) | $ 18 | ||
Price per warrant | $ 0.01 | $ 0.01 | |
Prior written notice period of warrants for redemption | 30 days | ||
Threshold trading days for redemption of public warrants | D | 20 | ||
Threshold business days before sending notice of redemption to warrant holders | 30 days | ||
Private placement warrants | $ 11.50 | ||
Price per share of Class A common stock equals or exceeds $10.00 | Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock redemption stock price per share (in Dollars per share) | 10 | ||
Price per warrant | $ 0.10 | $ 0.10 | |
Prior written notice period of warrants for redemption | 30 days |
Stockholders_ Equity (Details)
Stockholders? Equity (Details) - $ / shares | 1 Months Ended | 4 Months Ended | 6 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Aug. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||||
Issued and outstanding shares of public offering, percentage | 20.00% | |||
Over-allotment option shares | 1,125,000 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Class A common stock | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, authorized | 250,000,000 | 250,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, issued | 5,773,341 | 7,456,859 | ||
Common stock, shares outstanding (in Shares) | 5,773,341 | 7,456,859 | ||
Class A common stock subject to possible redemption | 28,726,659 | 27,043,141 | ||
Class A common stock | Common Stock | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, issued | 34,500,000 | |||
Common stock, shares outstanding (in Shares) | 34,500,000 | |||
Class B common stock | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, authorized | 20,000,000 | 20,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, issued | 8,625,000 | 8,625,000 | 11,500,000 | |
Common stock, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | |
Aggregate shares | 4,312,500 | |||
Dividend shares | 8,625,000 | 8,625,000 | ||
Restated to reflect the forfeiture of shares | 1,125,000 | |||
Issued and outstanding shares of public offering, percentage | 20.00% | |||
Convertible Stock Conversion Ratio | 20 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Investments held in Trust Account: | ||
Open ended money market fund | $ 79,316 | $ 79,316 |
Increase in the fair value of derivative warrant liabilities | 16,200,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities(1) | 344,931,000 | |
Derivative warrant liabilities:Public warrants | 31,050,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Investments held in Trust Account: | ||
Derivative warrant liabilities:Private placement warrants | 16,236,000 | $ 20,394,000 |
Derivative warrant liabilities:Public warrants | $ 26,047,500 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements inputs (Details) - $ / shares | Dec. 31, 2020 | Nov. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | ||||
Stock Price | $ 9.99 | |||
Option term (in years) | 5 years | 5 years | 5 years | 5 years |
Volatility | 25.00% | 25.00% | 28.00% | 27.50% |
Risk-free interest rate | 0.87% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Business combination probability | 85.00% | 70.00% | 100.00% | 85.00% |
Minimum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Stock Price | $ 9.91 | $ 9.33 | $ 9.91 | |
Risk-free interest rate | 0.36% | 0.36% | 0.36% | |
Maximum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Stock Price | $ 10.80 | $ 10 | $ 10.80 | |
Risk-free interest rate | 0.44% | 0.45% | 0.44% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements | |||
Derivative warrant liabilities as beginning | $ 26,115,000 | $ 20,889,000 | $ 42,283,500 |
Change in fair value of derivative warrant liabilities | 16,168,500 | (495,000) | 4,653,000 |
Derivative warrant liabilities as ending | $ 42,283,500 | $ 20,394,000 | $ 20,889,000 |
Income Taxes (Details)
Income Taxes (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes | |
Valuation allowance | $ 147,000 |
Unrecognized tax benefits | 0 |
Accrued interest penalties | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Current | |||
Federal | $ (2,407) | ||
Deferred | |||
Federal | (144,482) | ||
Change in valuation allowance | 146,888 | ||
Income tax benefit | $ 5,273 | $ 0 | $ 7,000 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets or liabilities | Dec. 31, 2020USD ($) |
Schedule of deferred tax assets or liabilities [Abstract] | |
Start-up/Organization costs | $ 144,482 |
Net operating loss carryforwards | 2,407 |
Total deferred tax assets | 146,888 |
Valuation allowance | $ (146,888) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal income tax rate to the Company?s effective tax rate | 4 Months Ended |
Dec. 31, 2020 | |
Schedule of federal income tax rate to the Company?s effective tax rate [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | (19.00%) |
Transaction costs ? derivative warrant liabilities | (1.10%) |
Change in Valuation Allowance | (0.80%) |
Income Taxes Benefit | 0.00% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 140,205 | $ 715,580 | $ 0 | |
Prepaid expenses | 1,374,792 | 1,884,598 | ||
Total current assets | 1,514,997 | 2,600,178 | ||
Cash, cash equivalents and Investments held in Trust Account | 345,047,393 | 345,010,316 | ||
Total Assets | 346,562,390 | 347,610,494 | ||
Current liabilities: | ||||
Accounts payable | 239,726 | 375,291 | ||
Accrued expenses | 5,436,273 | 588,317 | ||
Due to related party | 1,815,013 | |||
Franchise tax payable | 120,967 | 21,788 | ||
Total current liabilities | 7,611,979 | 985,396 | ||
Derivative warrant liabilities | 51,444,000 | 42,283,500 | ||
Deferred underwriting commissions | 12,075,000 | 12,075,000 | ||
Total liabilities | 71,130,979 | 55,343,896 | ||
Commitments and Contingencies | ||||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 270,431,410 | 287,266,590 | ||
Stockholders' Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | 39,664,893 | 22,829,882 | ||
Accumulated deficit | (34,666,501) | (17,831,314) | ||
Total stockholders' equity | 5,000,001 | $ 5,000,007 | 5,000,008 | |
Total Liabilities and Stockholders' Equity | 346,562,390 | 347,610,494 | ||
Class A common stock | ||||
Stockholders' Equity: | ||||
Common stock value | 746 | 577 | ||
Total stockholders' equity | 577 | 0 | ||
Class B common stock | ||||
Stockholders' Equity: | ||||
Common stock value | $ 863 | 863 | ||
Total stockholders' equity | $ 863 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class common stock subject to possible redemption par value (in Dollars per share) | $ 0.0001 | |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Class common stock subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption shares | 27,043,141 | 28,726,659 |
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 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 7,456,859 | 5,773,341 |
Common stock, shares outstanding | 7,456,859 | 5,773,341 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 2,536,052 | $ 7,583,071 |
General and administrative expenses - related party | 30,000 | 60,000 |
Franchise tax expense | 49,863 | 99,178 |
Loss from operations | (2,615,915) | (7,742,249) |
Other income (expense): | ||
Change in fair value of derivative warrant liabilities | 1,012,500 | (9,160,500) |
Net gain from investments held in Trust Account | 5,562 | 74,562 |
Loss before income taxes | (1,597,853) | (16,828,187) |
Income tax expense | 5,273 | 7,000 |
Net loss | $ (1,603,126) | $ (16,835,187) |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding of common stock (in Shares) | 34,500,000 | 34,500,000 |
Basic and diluted net loss per share, common stock (in Dollars per share) | $ 0 | $ 0 |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding of common stock (in Shares) | 8,625,000 | 8,625,000 |
Basic and diluted net loss per share, common stock (in Dollars per share) | $ (0.19) | $ (1.95) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class ACommon Stock | Class A | Class BCommon Stock | Class B | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 16, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance (in Shares) at Aug. 16, 2020 | 0 | 0 | |||||
Common stock subject to possible redemption | $ 2,873 | $ 0 | 287,263,717 | 0 | $ 287,263,717 | ||
Common stock subject to possible redemption (in Shares) | 28,726,659 | 0 | |||||
Net loss | $ 0 | $ 0 | 0 | (17,831,314) | (17,831,314) | ||
Balance at Dec. 31, 2020 | $ 577 | $ 577 | $ 863 | $ 863 | 22,829,882 | (17,831,314) | 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 5,773,341 | 5,773,341 | 8,625,000 | 8,625,000 | |||
Common stock subject to possible redemption | $ 152 | 15,231,908 | 15,232,060 | ||||
Common stock subject to possible redemption (in Shares) | 1,523,206 | ||||||
Net loss | (15,232,061) | (15,232,061) | |||||
Balance at Mar. 31, 2021 | $ 729 | $ 863 | 38,061,790 | (33,063,375) | 5,000,007 | ||
Balance (in Shares) at Mar. 31, 2021 | 7,296,547 | 8,625,000 | |||||
Balance at Dec. 31, 2020 | $ 577 | $ 577 | $ 863 | $ 863 | 22,829,882 | (17,831,314) | 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 5,773,341 | 5,773,341 | 8,625,000 | 8,625,000 | |||
Balance at Jun. 30, 2021 | $ 746 | $ 863 | 39,664,893 | (34,666,501) | 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 7,456,859 | 8,625,000 | |||||
Balance at Mar. 31, 2021 | $ 729 | $ 863 | 38,061,790 | (33,063,375) | 5,000,007 | ||
Balance (in Shares) at Mar. 31, 2021 | 7,296,547 | 8,625,000 | |||||
Common stock subject to possible redemption | $ 17 | 1,603,103 | 1,603,120 | ||||
Common stock subject to possible redemption (in Shares) | 160,312 | ||||||
Net loss | (1,603,126) | (1,603,126) | |||||
Balance at Jun. 30, 2021 | $ 746 | $ 863 | $ 39,664,893 | $ (34,666,501) | $ 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 7,456,859 | 8,625,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (16,835,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (74,562) |
Change in fair value of warrant derivative liabilities | 9,160,500 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 509,806 |
Accounts payable | (135,565) |
Due to related party | 1,815,013 |
Accrued expenses | 4,847,956 |
Franchise tax payable | 99,179 |
Net cash used in operating activities | (612,860) |
Cash Flows from Investing Activities | |
Interest released from Trust Account to pay taxes | 37,485 |
Net cash provided by investing activities | 37,485 |
Net change in cash and cash equivalents | (575,375) |
Cash and cash equivalents - beginning of the period | 715,580 |
Cash and cash equivalents - end of the period | 140,205 |
Cash and cash equivalents - beginning of the period | 715,580 |
Cash and cash equivalents - end of the period | 140,205 |
Supplemental Cash flow Information | |
Cash paid for income taxes | 7,000 |
Supplemental disclosure of noncash financing activities: | |
Change in value of Class A common stock subject to possible redemption | $ (16,835,180) |
Description of Organization a_3
Description of Organization and Business Operations | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Description of Organization and Business Operations | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 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 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 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 subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Proposed Business Combination On January 23, 2021, we entered into a business combination agreement (the “Business Combination Agreement”) with SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of the Company (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). Subject to the satisfaction or waiver of the conditions to closing of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Transactions will effect a business combination between us and Sunlight. Following the closing of the Transactions (the “Closing”), the combined company will be organized in an “Up-C” structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan’s only material assets will be its equity interests in Sunlight. The Boards of Directors of each of the Company (acting following consultation with a duly formed transaction committee) and Sunlight have unanimously approved the Transaction. The Transaction will require the approval of the stockholders of the Company and equity holders of Sunlight, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The transaction is expected to close in the second quarter of 2021. Sunlight Support Agreement In connection with the entry into the Business Combination Agreement, on January 23, 2021, certain members of Sunlight whose approval is sufficient to approve and adopt the Business Combination Agreement and the Transactions on behalf of Sunlight’s members (the “Requisite Sunlight Members”), entered into a support agreement, pursuant to which, among other things, the Requisite Sunlight Members agreed to execute and deliver a written consent approving the Business Combination Agreement and the Transactions within two business days after the effectiveness of the Registration Statement and to vote in favor of the approval and adoption of the Business Combination Agreement and the Transactions. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the closing of the Transactions, we and our initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by us. Amendment to Letter Agreement In connection with the execution of the Business Combination Agreement, on January 23, 2021, the Company, the Sponsor and certain other members of our board of directors and/or management team (the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement (the “Existing Letter Agreement”) dated as of November 24, 2020, by and among the Company, our Sponsor and the Insiders, pursuant to which the Sponsor and each Insider will agree, effective as of the closing and subject to certain exceptions, to modify the lock-up restrictions set forth in the Existing Letter Agreement as follows: (i) 80% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination (as defined in the Existing Letter Agreement)) held by it, him or her will be restricted from Transfer (as defined in the Letter Agreement Amendment) until the one-year anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property; and (ii) 20% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination) held by it, him or her will be restricted from Transfer until the six-month anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period ending at least 90 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property. Subscription Agreements In connection with the execution of the Business Combination Agreement, on January 23, 2021, we entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and we agreed to sell to the Subscribers, an aggregate of 25,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the closing. Pursuant to the Subscription Agreements, we agreed that, within 30 calendar days after the consummation of the Transactions, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and we will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. Refer to the Company’s current report on Form 8-K, filed with the SEC on January 25, 2021, for more information. Liquidity and Going Concern The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $716,000 in its operating bank account, approximately $9,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $1.6 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Through December 31, 2020, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $235,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company’s sponsor is Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (the “Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination On July 9, 2021 (the “Closing Date”), Sunlight Financial Holdings Inc., a Delaware corporation (formerly known as Spartan Acquisition Corp. II), consummated the previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated January 23, 2021, by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan Sub (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”), and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Business Combination.” Upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions,” and such completion, the “Closing”), the post-combination company is organized in an “Up-C” structure, such that all of the material assets of the combined company are held by Sunlight, and the only material asset of the Company (together with its wholly-owned subsidiaries, Spartan Sub, Holdings I and Holdings II) is its indirect equity interests in Sunlight. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the Closing of the Transactions, the Company and the initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the Closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by the Company. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $140,000 in its operating bank account and a working capital deficit of approximately $6.0 million. Through June 30, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (see Note 4) of approximately $235,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the execution of the Business Combination Agreement, on January 23, 2021, Spartan entered into the Subscription Agreements with the New PIPE Investors (as defined in the Proxy Statement) pursuant to which the New PIPE Investors agreed to purchase, and Spartan agreed to sell to the New PIPE Investors, an aggregate of 25,000,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $250.0 million, in a private placement (the “PIPE Financing”). Upon closing of the Business Combination, the Company retained $50 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of Sunlight. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 auditor 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. 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 FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 unaudited condensed consolidated 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. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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: ● ● ● 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 June 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Initial Public Offering_2
Initial Public Offering | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Initial Public Offering | ||
Initial Public Offering | Note 4 — Initial Public Offering On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Units, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one -half of one warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). | Note 3 - Initial Public Offering On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share, and one-half of one warrant (each, a “Public Warrant” and, together with the Private Placement Warrants, the “Warrants”). |
Related Party Transactions_2
Related Party Transactions | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock, (which receipt of such dividends was waived by the independent director nominees) resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $10,000 for such services for the period ended December 31, 2020. | Note 4 - Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock” or “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock (which receipt of such dividends was waived by the independent director nominees), resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $30,000 and $60,000 for such services for the three and six months ended June 30, 2021, respectively. As of June 30, 2021 and December 31, 2020, there were no outstanding balance on the accompanying condensed balance sheets. |
Commitments and Contingencies_2
Commitments and Contingencies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any 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, if any), are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Derivative Warrant Liabilities | ||
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 17,250,000 and 9,900,000 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30 -day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. | Note 6 - Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 Public Warrants and 9,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares of common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; ● upon a minimum of 30 days’ prior written notice to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down, to the nearest whole number, the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. |
Stockholders' Equity_2
Stockholders' Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity | ||
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock outstanding Class B Common Stock All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 shares of Class B common stock outstanding, up to 1,125,000 shares were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Founder Shares would collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On December 31, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock — issued | Note 7 — Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 27,043,141 and 28,726,659 shares were subject to possible redemption at June 30, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity in the accompanying balance sheets. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements_2
Fair Value Measurements | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy during the period from August 17, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized an expense in the statement of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $16.2 million. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is 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 estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % The change in the fair value of the derivative warrant liabilities for the period from August 17, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The Company transferred $31,567,500 of Public Warrants out of Level 3 to Level 1 due to the use of a quoted price in an active market. There were no other transfers between levels for the three and six months ended June 30, 2021. As of December 31, 2020, the fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model. As of June 30, 2021, the Company utilizes the Black-Scholes option pricing model and a quoted price in an active market to estimate the fair value of the Private Placement Warrants and Public Warrants, respectively, with changes in fair value recognized in the unaudited condensed consolidated statement of operations. For the three months ended June 30, 2021, the Company recognized a change from an increase in the fair value of liabilities of approximately $1,013,000 and for six months ended June 30, 2021, the Company recognized a change from a decrease in the fair value of liabilities of approximately $9,161,000 presented on the accompanying unaudited condensed consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. 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 as their measurement dates: As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Subsequent Events_2
Subsequent Events | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events | ||
Subsequent Events | Note 11 — Subsequent Events As described in Note 1 — Description of Organization and Business Operations above, on January 23, 2021 the Company entered into a business combination agreement and plan of reorganization with Sunlight Financial LLC. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued, and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the financial statements. | Note 9 — Subsequent Events As described in Note 1 “Description of Organization and Business Operations” above, on July 9, 2021, the Company consummated the previously announced business combination plan of reorganization with Sunlight. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 unaudited condensed consolidated 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. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | 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. 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: ● ● ● 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 June 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. |
Net Income (Loss) Per Share of Common Stock | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. | Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) |
Derivative Warrant Liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per share of common stock | For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements | ||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 |
Schedule of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs | Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 |
Schedule of quantitative information regarding Level 3 fair value measurements | As of As of November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % | As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Description of Organization a_4
Description of Organization and Business Operations (Details) - USD ($) | Nov. 30, 2020 | Jan. 23, 2021 | Nov. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price per share (in Dollars per share) | $ 11.50 | ||||
Offering costs | $ 19,700,000 | ||||
Deferred underwriting fees | $ 12,100,000 | ||||
Business combination agreement description | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. | ||||
Founders stock agreement description | In connection with the entry into the Business Combination Agreement, but effective as of the Closing of the Transactions, the Company and the initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the Closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by the Company. | ||||
Opening bank account | $ 140,000 | ||||
Working capital deficit | $ 1,600,000 | 6,000,000 | |||
Offering costs in exchange | 25,000 | 25,000 | |||
Loan participation | $ 235,000 | $ 235,000 | |||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of units (in Shares) | 34,500,000 | ||||
Number of shares issued (in Shares) | 34,500,000 | 34,500,000 | |||
Share price per share (in Dollars per share) | $ 10 | $ 10 | $ 0.20 | ||
Business combination with proceeds | $ 345,000,000 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of shares issued (in Shares) | 4,500,000 | 4,500,000 | |||
Share price per share (in Dollars per share) | $ 10 | $ 10 | |||
Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrant issued | 9,900,000 | 9,900,000 | |||
Warrants issued price per share | $ 1 | $ 1 | |||
Proceeds received from private placement | $ 9,900,000 | ||||
Class A common stock | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of shares issued (in Shares) | 25,000,000 | ||||
Share price per share (in Dollars per share) | $ 10 | ||||
Business combination with proceeds | $ 250,000,000 | ||||
Working capital deficit | $ 50,000,000 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash held in the trust account | $ 345,047,000 | $ 79,000 | $ 345,047,000 |
Federal depository insurance corporation coverage limit | 250,000 | $ 250,000 | |
Maturity on treasury securities | 185 days | ||
Deferred tax assets | 1,600,000 | 144,000 | $ 1,600,000 |
Income tax expense | $ 5,273 | $ 0 | $ 7,000 |
Class A Common Stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class A common stock subject to possible redemption (in Shares) | 27,043,141 | 28,726,659 | 27,043,141 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per share of common stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Class A Common Stock [Member] | ||
Numerator: Income allocable to Class A common stock | ||
Income from investments held in Trust Account | $ 5,562 | $ 74,562 |
Less: Company's portion available to be withdrawn to pay taxes | $ (5,562) | $ (74,562) |
Denominator: Weighted average Class A common stock | ||
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares) | 34,500,000 | 34,500,000 |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0 | $ 0 |
Class B Common Stock [Member] | ||
Denominator: Weighted average Class A common stock | ||
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ (0.19) | $ (1.95) |
Numerator: Net income (loss) minus net income allocable to Class A common stock | ||
Net (loss) | $ (1,603,126) | $ (16,835,187) |
Net (loss) attributable to Class B common stock | $ (1,603,126) | $ (16,835,187) |
Denominator: weighted average Class B common stock | ||
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | 8,625,000 | 8,625,000 |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ (0.19) | $ (1.95) |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - USD ($) | Nov. 30, 2020 | Jan. 23, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||||
Issued to underwriters (in Shares) | 4,500,000 | 4,500,000 | ||
Purchase price (in Dollars per share) | $ 11.50 | |||
Deferred underwriting commissions | $ 12,075,000 | $ 12,075,000 | ||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units | 34,500,000 | |||
Purchase price (in Dollars per share) | $ 10 | $ 0.20 | ||
Gross proceeds | $ 345,000,000 | |||
Offering costs | 19,700,000 | |||
Deferred underwriting commissions | $ 12,100,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Issued to underwriters (in Shares) | 4,500,000 | |||
Purchase price (in Dollars per share) | $ 10 | |||
Class A Common Stock [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Purchase price (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 250,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) | Nov. 30, 2020 | Aug. 17, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Aug. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||||
Warrants price per share (in Dollars per share) | $ 1 | |||||||
Proceeds value | $ 9,900,000 | $ 9,900,000 | ||||||
Shares issued price per share (in Dollars per share) | $ 11.50 | |||||||
Working capital loan | $ 1,500,000 | |||||||
Per warrant (in Dollars per share) | $ 1 | |||||||
Office space | $ 10,000 | |||||||
Sponsor amount paid | $ 30,000 | 60,000 | ||||||
Outstanding balance on sponsor | $ 1,815,013 | |||||||
Business Combination [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Business Combination, description | The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Founder Share [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||||||
Percentage of issued and outstanding shares | 20.00% | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Share subject to forfeiture (in Shares) | 1,125,000 | 1,125,000 | ||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | ||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate of founder shares (in Shares) | 9,900,000 | |||||||
Shares issued price per share (in Dollars per share) | $ 1 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Payment of offering costs | $ 19,700,000 | |||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | $ 0.20 | |||||
Initial Public Offering [Member] | Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Cover expenses | $ 300,000 | |||||||
Borrowed amount | $ 235,000 | $ 235,000 | ||||||
Class B common stock | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 11,500,000 | 8,625,000 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Payment of offering costs | $ 25,000 | |||||||
Payment of offering costs per share (in Dollars per share) | $ 0.002 | |||||||
Aggregate of founder shares (in Shares) | 4,312,500 | 50,000 | ||||||
Common stock, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 4 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Nov. 30, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||
Purchase additional units | 4,500,000 | 4,500,000 | |
Share price per share | $ 11.50 | ||
Aggregate payable | $ 6.9 | ||
Underwriting per unit | $ 0.35 | ||
Deferred underwriting fees | $ 12.1 | ||
Initial Public Offering [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Share price per share | $ 0.20 | $ 10 | |
Aggregate payable | $ 6.9 | ||
Underwriting per unit | $ 0.35 | ||
Deferred underwriting fees | $ 12.1 | ||
Initial Public Offering [Member] | Underwriting Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Share price per share | $ 0.20 |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities | |||
Public warrants | 17,250,000 | 17,250,000 | 17,250,000 |
Private placement warrants outstanding | 9,900,000 | 9,900,000 | 9,900,000 |
Warrant description | The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act) | The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | |
Business combination term | 30 days | 30 days | |
Redemption of warrants description | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30 day redemption period, to each warrant holder; and • if, and only if, the reported last sale price of the 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||
Redemption trigger price (in Dollars) | $ 18 | ||
Warrant exercise price (in Dollars) | $ 11.50 | ||
Redemption of warrants description of common stock | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the "fair market value" of the Class A common stock except as otherwise described below; • upon a minimum of 30 days' prior written notice to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The "fair market value" of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||
Issued and outstanding shares of public offering, percentage | 20.00% | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 34,500,000 | 34,500,000 |
Common stock, outstanding | 34,500,000 | 34,500,000 |
Shares subject to possible redemption | 28,726,659 | 27,043,141 |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 8,625,000 | 8,625,000 |
Common stock, outstanding | 8,625,000 | 8,625,000 |
Issued and outstanding shares of public offering, percentage | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Open ended money market fund | $ 79,316 | $ 79,316 |
Transferred of public warrants | 31,567,500 | |
Increase (decrease) in the fair of liabilities | $ 16,200,000 | |
Maximum [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Increase (decrease) in the fair of liabilities | 1,013,000 | |
Minimum [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Increase (decrease) in the fair of liabilities | $ 9,161,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Derivative warrant liabilities - Public warrants | $ 31,050,000 | |
Total fair value | 376,097,393 | $ 344,931,000 |
Cash equivalents held in Trust Account | 344,931,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Derivative warrant liabilities - Public warrants | 26,047,500 | |
Derivative warrant liabilities - Private placement warrants | 20,394,000 | 16,236,000 |
Total fair value | $ 20,394,000 | $ 42,283,500 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of change in the fair value of the derivative warrant liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in the fair value of the derivative warrant liabilities | |||
Derivative warrant liabilities as beginning | $ 26,115,000 | $ 20,889,000 | $ 42,283,500 |
Transfer of Public Warrants from Level 3 | (26,047,500) | ||
Change in fair value of derivative warrant liabilities | 16,168,500 | (495,000) | 4,653,000 |
Derivative warrant liabilities as ending | $ 42,283,500 | $ 20,394,000 | $ 20,889,000 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of quantitative information regarding Level 3 fair value measurements (Details) - $ / shares | Dec. 31, 2020 | Nov. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock Price (in Dollars per share) | $ 9.99 | |||
Option term (in years) | 5 years | 5 years | 5 years | 5 years |
Volatility | 25.00% | 25.00% | 28.00% | 27.50% |
Risk-free interest rate | 0.87% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Business combination probability | 85.00% | 70.00% | 100.00% | 85.00% |
Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock Price (in Dollars per share) | $ 9.91 | $ 9.33 | $ 9.91 | |
Risk-free interest rate | 0.36% | 0.36% | 0.36% | |
Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock Price (in Dollars per share) | $ 10.80 | $ 10 | $ 10.80 | |
Risk-free interest rate | 0.44% | 0.45% | 0.44% |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 715,580 | |
Total Assets | 347,610,494 | |
Liabilities | ||
Warrants, at fair value | 42,283,500 | |
Total liabilities | 55,343,896 | |
Commitments and Contingencies | ||
Members' Equity | ||
Accumulated deficit | (17,831,314) | |
Total Liabilities and Stockholders' Equity | 347,610,494 | |
SUNLIGHT FINANCIAL LLC | ||
Assets | ||
Cash and cash equivalents | 49,583,000 | $ 47,341,000 |
Restricted cash | 3,122,000 | 4,315,000 |
Advances (net of allowance for credit losses of $121 and $215) | 35,280,000 | 17,308,000 |
Financing receivables (net of allowance for credit losses of $125 and $96) | 5,333,000 | 5,130,000 |
Property and equipment, net | 5,725,000 | 5,675,000 |
Other assets | 7,030,000 | 2,700,000 |
Total Assets | 106,073,000 | 82,469,000 |
Liabilities | ||
Accounts payable and accrued expenses | 15,782,000 | 8,885,000 |
Funding commitments | 18,386,000 | 19,509,000 |
Debt | 14,625,000 | 11,811,000 |
Distributions payable | 7,522,000 | 1,987,000 |
Due to affiliate | 0 | 55,000 |
Warrants, at fair value | 5,643,000 | 133,000 |
Other liabilities | 1,502,000 | 704,000 |
Total liabilities | 63,460,000 | 43,084,000 |
Commitments and Contingencies | ||
Members' Equity | ||
Other ownership interests' capital | 1,439,000 | 1,313,000 |
Accumulated deficit | (623,342,000) | (90,718,000) |
Total members' equity | (621,903,000) | (89,405,000) |
Total Liabilities and Stockholders' Equity | 106,073,000 | 82,469,000 |
Preferred class A -3 unit members' capital | ||
Liabilities | ||
Distributions payable | 5,000,000 | |
Preferred class A -3 unit members' capital | SUNLIGHT FINANCIAL LLC | ||
Temporary Equity | ||
Preferred class members' capital | 260,428,000 | 76,519,000 |
Preferred class A-2 unit members' capital | ||
Liabilities | ||
Distributions payable | 1,200,000 | |
Preferred class A-2 unit members' capital | SUNLIGHT FINANCIAL LLC | ||
Temporary Equity | ||
Preferred class members' capital | 154,286,000 | 21,867,000 |
Preferred class A-1 unit members' capital | SUNLIGHT FINANCIAL LLC | ||
Liabilities | ||
Distributions payable | 1,300,000 | |
Temporary Equity | ||
Preferred class members' capital | 202,045,000 | 27,042,000 |
Common unit members' capital | SUNLIGHT FINANCIAL LLC | ||
Temporary Equity | ||
Common unit members' capital | $ 47,757,000 | $ 3,362,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Advances, allowance for credit losses | $ 121 | $ 215 |
Financing receivables, allowance for credit losses | $ 125 | $ 96 |
Preferred class A -3 unit members' capital | ||
Preferred class members' capital, authorized | 376,395 | 326,428 |
Preferred class members' capital, issued | 376,395 | 326,428 |
Preferred class members' capital, outstanding | 376,395 | 326,428 |
Preferred class A-2 unit members' capital | ||
Preferred class members' capital, authorized | 225,972 | 195,973 |
Preferred class members' capital, issued | 225,972 | 195,973 |
Preferred class members' capital, outstanding | 225,972 | 195,973 |
Preferred class A-1 unit members' capital | ||
Preferred class members' capital, authorized | 296,302 | 256,966 |
Preferred class members' capital, issued | 296,302 | 256,966 |
Preferred class members' capital, outstanding | 296,302 | 256,966 |
Common unit members' capital | ||
Common unit members' capital, authorized | 78,717 | 78,717 |
Common unit members' capital, issued | 78,717 | 78,717 |
Common unit members' capital, outstanding | 78,717 | 78,717 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUNLIGHT FINANCIAL LLC | ||
Revenue | $ 69,564,000 | $ 53,184,000 |
Costs and Expenses. | ||
Cost of revenues (exclusive of items shown separately below) | 13,711,000 | 13,022,000 |
Compensation and benefits | 26,174,000 | 20,917,000 |
Selling, general, and administrative | 3,806,000 | 4,471,000 |
Property and technology | 4,304,000 | 3,584,000 |
Depreciation and amortization | 3,231,000 | 2,676,000 |
Provision for losses | 1,350,000 | 725,000 |
Management fees to affiliate | 400,000 | 400,000 |
Costs and Expenses | 52,976,000 | 45,795,000 |
Loss from operations | 16,588,000 | 7,389,000 |
Other Income (Expense), Net | ||
Interest income | 520,000 | 560,000 |
Interest expense | (829,000) | (758,000) |
Change in fair value of warrant liabilities | (5,510,000) | (114,000) |
Change in fair value of contract derivative, net | 1,435,000 | 0 |
Realized gains on contract derivatives, net | 103,000 | 0 |
Other realized losses, net | (171,000) | (204,000) |
Other income (expense) | (634,000) | 17,000 |
Business combination expenses | (878,000) | 0 |
Nonoperating Income (Expense) | (5,964,000) | (499,000) |
Net loss | $ 10,624,000 | $ 6,890,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common unit members' capitalSUNLIGHT FINANCIAL LLC | Class A-3 UnitsSUNLIGHT FINANCIAL LLC | Class A-2 UnitsSUNLIGHT FINANCIAL LLC | Class A-1 UnitsSUNLIGHT FINANCIAL LLC | Other Ownership InterestsSUNLIGHT FINANCIAL LLC | Accumulated DeficitSUNLIGHT FINANCIAL LLC | SUNLIGHT FINANCIAL LLC | Total |
Equity at the beginning at Dec. 31, 2018 | $ 1,378,000 | $ 58,275,000 | $ 11,625,000 | $ 13,921,000 | ||||
Balance (in shares) at Dec. 31, 2018 | 78,717 | 283,092 | 169,956 | 222,853 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred dividends, paid in-kind | $ (1,984,000) | $ 9,596,000 | $ 2,461,000 | $ 3,020,000 | $ (15,077,000) | $ (15,077,000) | ||
Preferred distributions, paid in-kind (in shares) | 43,336 | 26,017 | 34,113 | |||||
Change in temporary equity redemption value | $ 8,648,000 | $ 7,781,000 | $ 10,101,000 | 28,514,000 | 28,514,000 | |||
Equity at the end at Dec. 31, 2019 | $ 3,362,000 | $ 76,519,000 | $ 21,867,000 | $ 27,042,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 78,717 | 326,428 | 195,973 | 256,966 | ||||
Equity at the beginning at Dec. 31, 2018 | $ 1,113,000 | (50,438,000) | (49,325,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2018 | 32,989 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred dividends, paid in-kind | $ (1,984,000) | $ 9,596,000 | $ 2,461,000 | $ 3,020,000 | (15,077,000) | (15,077,000) | ||
Change in temporary equity redemption value | (8,648,000) | (7,781,000) | (10,101,000) | (28,514,000) | (28,514,000) | |||
Distributions declared, but not paid | (3,579,000) | (3,579,000) | ||||||
Equity-based compensation | $ (200,000) | (200,000) | ||||||
Equity-based compensation (in shares) | 10,776 | |||||||
Net income | 6,890,000 | 6,890,000 | ||||||
Equity at the end at Dec. 31, 2019 | $ 1,313,000 | (90,718,000) | (89,405,000) | |||||
Equity at the end (in shares) at Dec. 31, 2019 | 78,717 | 43,765 | ||||||
Equity at the beginning at Dec. 31, 2019 | $ 3,362,000 | $ 76,519,000 | $ 21,867,000 | $ 27,042,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 78,717 | 326,428 | 195,973 | 256,966 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred dividends, paid in-kind | $ 16,810,000 | $ 7,350,000 | $ 9,490,000 | (33,650,000) | (33,650,000) | |||
Preferred distributions, paid in-kind (in shares) | 49,967 | 29,999 | 39,336 | |||||
Change in temporary equity redemption value | $ 44,395,000 | $ 167,099,000 | $ 125,069,000 | $ 165,513,000 | 502,076,000 | 502,076,000 | ||
Equity at the end at Dec. 31, 2020 | $ 47,757,000 | $ 260,428,000 | $ 154,286,000 | $ 202,045,000 | ||||
Balance (in shares) at Dec. 31, 2020 | 78,717 | 376,395 | 225,972 | 296,302 | ||||
Equity at the beginning at Dec. 31, 2019 | $ 1,313,000 | (90,718,000) | (89,405,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2019 | 78,717 | 43,765 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred dividends, paid in-kind | $ 16,810,000 | $ 7,350,000 | $ 9,490,000 | (33,650,000) | (33,650,000) | |||
Change in temporary equity redemption value | $ (44,395,000) | $ (167,099,000) | $ (125,069,000) | $ (165,513,000) | (502,076,000) | (502,076,000) | ||
Distributions declared, but not paid | (7,522,000) | (7,522,000) | ||||||
Equity-based compensation | $ 126,000 | 126,000 | ||||||
Equity-based compensation (in shares) | 9,340 | |||||||
Net income | 10,624,000 | 10,624,000 | ||||||
Equity at the end at Dec. 31, 2020 | $ 1,439,000 | $ (623,342,000) | $ (621,903,000) | |||||
Equity at the end (in shares) at Dec. 31, 2020 | 78,717 | 53,105 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net income | $ (16,835,187) | |||||||
Net income | $ (1,603,126) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Financing Activities | ||
Cash and cash equivalents - end of the period | $ 715,580 | |
SUNLIGHT FINANCIAL LLC | ||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net income | 10,624,000 | $ 6,890,000 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 3,338,000 | 2,741,000 |
Provision for losses | 1,350,000 | 725,000 |
Change in fair value of warrant liabilities | 5,510,000 | 114,000 |
Change in fair value of contract derivative, net | (1,435,000) | 0 |
Other income (expense) | 634,000 | (17,000) |
Unit-based payment arrangements | 126,000 | 200,000 |
Increase (decrease) in operating capital: | ||
Decrease (increase) in advances | (17,877,000) | 1,459,000 |
Increase in other assets | (3,000,000) | (805,000) |
Increase in accounts payable and accrued expenses | 6,918,000 | 3,659,000 |
Increase (decrease) in funding commitments | (1,123,000) | 4,729,000 |
Increase (decrease) in other liabilities | (40,000) | 111,000 |
Net cash used in operating activities | 5,025,000 | 19,806,000 |
Cash Flows From Investing Activities | ||
Return of investments in loan pool participation and loan principal repayments | 1,316,000 | 913,000 |
Payments to acquire loans and participations in loan pools | (2,839,000) | (3,273,000) |
Payments to acquire property and equipment | (3,280,000) | (3,732,000) |
Net cash provided by investing activities | (4,803,000) | (6,092,000) |
Cash Flows From Financing Activities | ||
Proceeds from borrowings under line of credit | 8,713,000 | 10,181,000 |
Repayments of borrowings under line of credit | (5,899,000) | (3,671,000) |
Payment of capital distributions | (1,987,000) | (1,592,000) |
Payments of financing costs | 0 | (213,000) |
Net cash provided by financing activities | 827,000 | 4,705,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 1,049,000 | 18,419,000 |
Cash and cash equivalents - beginning of the period | 51,656,000 | 33,237,000 |
Cash and cash equivalents - end of the period | 52,705,000 | 51,656,000 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest | 713,000 | 672,000 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Distributions declared, but not paid | 7,522,000 | 1,987,000 |
Preferred dividends, paid in-kind | 33,650,000 | 15,077,000 |
Change in temporary equity redemption value | $ 502,076,000 | $ 28,514,000 |
Organization and Business
Organization and Business | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Business | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 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 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 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 subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Proposed Business Combination On January 23, 2021, we entered into a business combination agreement (the “Business Combination Agreement”) with SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of the Company (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). Subject to the satisfaction or waiver of the conditions to closing of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Transactions will effect a business combination between us and Sunlight. Following the closing of the Transactions (the “Closing”), the combined company will be organized in an “Up-C” structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan’s only material assets will be its equity interests in Sunlight. The Boards of Directors of each of the Company (acting following consultation with a duly formed transaction committee) and Sunlight have unanimously approved the Transaction. The Transaction will require the approval of the stockholders of the Company and equity holders of Sunlight, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The transaction is expected to close in the second quarter of 2021. Sunlight Support Agreement In connection with the entry into the Business Combination Agreement, on January 23, 2021, certain members of Sunlight whose approval is sufficient to approve and adopt the Business Combination Agreement and the Transactions on behalf of Sunlight’s members (the “Requisite Sunlight Members”), entered into a support agreement, pursuant to which, among other things, the Requisite Sunlight Members agreed to execute and deliver a written consent approving the Business Combination Agreement and the Transactions within two business days after the effectiveness of the Registration Statement and to vote in favor of the approval and adoption of the Business Combination Agreement and the Transactions. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the closing of the Transactions, we and our initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by us. Amendment to Letter Agreement In connection with the execution of the Business Combination Agreement, on January 23, 2021, the Company, the Sponsor and certain other members of our board of directors and/or management team (the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement (the “Existing Letter Agreement”) dated as of November 24, 2020, by and among the Company, our Sponsor and the Insiders, pursuant to which the Sponsor and each Insider will agree, effective as of the closing and subject to certain exceptions, to modify the lock-up restrictions set forth in the Existing Letter Agreement as follows: (i) 80% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination (as defined in the Existing Letter Agreement)) held by it, him or her will be restricted from Transfer (as defined in the Letter Agreement Amendment) until the one-year anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property; and (ii) 20% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination) held by it, him or her will be restricted from Transfer until the six-month anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period ending at least 90 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property. Subscription Agreements In connection with the execution of the Business Combination Agreement, on January 23, 2021, we entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and we agreed to sell to the Subscribers, an aggregate of 25,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the closing. Pursuant to the Subscription Agreements, we agreed that, within 30 calendar days after the consummation of the Transactions, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and we will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. Refer to the Company’s current report on Form 8-K, filed with the SEC on January 25, 2021, for more information. Liquidity and Going Concern The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $716,000 in its operating bank account, approximately $9,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $1.6 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Through December 31, 2020, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $235,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company’s sponsor is Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (the “Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination On July 9, 2021 (the “Closing Date”), Sunlight Financial Holdings Inc., a Delaware corporation (formerly known as Spartan Acquisition Corp. II), consummated the previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated January 23, 2021, by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan Sub (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”), and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Business Combination.” Upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions,” and such completion, the “Closing”), the post-combination company is organized in an “Up-C” structure, such that all of the material assets of the combined company are held by Sunlight, and the only material asset of the Company (together with its wholly-owned subsidiaries, Spartan Sub, Holdings I and Holdings II) is its indirect equity interests in Sunlight. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the Closing of the Transactions, the Company and the initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the Closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by the Company. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $140,000 in its operating bank account and a working capital deficit of approximately $6.0 million. Through June 30, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (see Note 4) of approximately $235,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the execution of the Business Combination Agreement, on January 23, 2021, Spartan entered into the Subscription Agreements with the New PIPE Investors (as defined in the Proxy Statement) pursuant to which the New PIPE Investors agreed to purchase, and Spartan agreed to sell to the New PIPE Investors, an aggregate of 25,000,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $250.0 million, in a private placement (the “PIPE Financing”). Upon closing of the Business Combination, the Company retained $50 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of Sunlight. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. | |
SUNLIGHT FINANCIAL LLC | |||
Organization and Business | Note 1. Organization and Business Sunlight Financial LLC (the “Company” or, together with its consolidated subsidiary, “Sunlight”) operates a technology-enabled financial services platform within the United States of America, using a nationwide network of contractors at the point-of-sale, to offer homeowners secured and unsecured loans (“Loans”), originated by third-party lenders, for the purchase and installation of residential solar energy systems and other home improvements. Sunlight was formed as a limited liability company on January 23, 2014 and began operations on September 11, 2015. Business — Direct Channel Loans Indirect Channel Loans — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 auditor 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. 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 FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 unaudited condensed consolidated 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. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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: ● ● ● 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 June 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | |
SUNLIGHT FINANCIAL LLC | |||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation Consolidation Segments reportable segment Risks and Uncertainties Use of Estimates reporting period. Management makes subjective estimates of pending loan originations and sales, which significantly impacts revenues, determinations of fair value, and estimates regarding loan performance, which impacts impairments and allowances for loan losses. Actual results may differ from those estimates. Fair Value Level Measurement 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2 Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. 3 Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Sunlight follows this hierarchy for its financial instruments, with classifications based on the lowest level of input that is significant to the fair value measurement. The following summarizes Sunlight’s financial instruments hierarchy at December 31, 2020: Level Financial Instrument Measurement 1 Cash and cash equivalents and restricted cash Estimates of fair value are measured using observable, quoted market prices, or Level 1 inputs 3 Loans and loan participations, held-for-investment Estimated fair value is generally determined by discounting the expected future cash flows using inputs such as discount rates. Contract derivative Estimated fair value based upon discounted expected future cash flows arising from the contract. Warrants Estimated fair value based upon quarterly valuation estimates of Sunlight’s equity, based upon fair value inputs provided by an independent valuation firm applied to Sunlight’s capital structure. Valuation Process Valuation of Loans and Loan Participations Valuation of Contract Derivative — Valuation of Warrants Other Valuation Matters See Note 7 for additional information regarding the valuation of Sunlight’s financial assets and liabilities. Sales of Financial Assets and Financing Agreements — Balance Sheet Measurement Cash and Cash Equivalents and Restricted Cash December 31, 2020 2019 Cash and cash equivalents $ 49,583 $ 47,341 Restricted cash and cash equivalents 3,122 4,315 Total cash, cash equivalents, and restricted cash shown in the Consolidated Statement of Cash Flows $ 52,705 $ 51,656 Financing Receivables Advances Loans and Loan Participations Impairment The evaluation of these indicators of impairment requires significant judgment by management to determine whether failure to collect contractual amounts is probable as well as in estimating the resulting loss allowance. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change. Actual losses, if any, could materially differ from these estimates. If management deems that it is probable that Sunlight will be unable to collect all amounts owed according to the contractual terms of a receivable, impairment of that receivable is indicated. Consistent with this definition, all receivables for which the accrual of interest has been discontinued (nonaccrual loans) are considered impaired. If management considers a receivable to be impaired, management establishes an allowance for losses through a valuation provision in earnings, which reduces the carrying value of the receivable to (a) the amounts management expect to collect, for receivables due within 90 days, or (b) the present value of expected future cash flows discounted at the receivable’s contractual effective rate. Impaired financing receivables are charged off against the allowance for losses when a financing receivable is more than 120 days past due or when management believes that collectability of the principal is remote, if earlier. Sunlight credits subsequent recoveries, if any, to the allowance when received. At December 31, 2020 and 2019, Sunlight evaluated financing receivables collectively, based upon those financing receivables with similar characteristics. Sunlight individually evaluates nonaccrual loans with contractual balances of $50,000 or more and receivables whose terms have been modified in a troubled debt restructuring with contractual balances of $50,000 or more to establish specific allowances for such receivables, if required. Those financing receivables where impairment is indicated were evaluated individually for impairment, though such amounts were not material. Advances management will set an individual counterparty advance dollar limit, which cannot be exceeded prior to additional review and approval. The overall risk tiers are defined as follows: 1 Low Risk The counterparty has demonstrated low risk characteristics. The counterparty is a well-established company within the applicable industry, with low commercial credit risk, excellent reputational risk (e.g. online ratings, low complaint levels), and an excellent financial risk assessment. 2 Low-to-Medium Risk The counterparty has demonstrated low to medium risk characteristics. The counterparty is a well-established company within the applicable industry, with low to medium commercial credit risk, excellent to above average reputational risk (e.g. online ratings, lower complaint levels), and/or an excellent to above average financial risk assessment. 3 Medium Risk The counterparty has demonstrated medium risk characteristics. The counterparty may be a less established company within the applicable industry than risk tier “1” or “2”, with medium commercial credit risk, excellent to average reputational risk (e.g., online ratings, average complaint levels), and/or an excellent to average financial risk assessment. 4 Medium-to-High Risk The counterparty has demonstrated medium to high risk characteristics. The counterparty is likely to be a less established company within the applicable industry than risk tiers “1” through “3,” with medium to high commercial credit risk, excellent to below average reputational risk (e.g. online ratings, higher complaint levels), and/or an excellent to below average financial risk assessment. 5 Higher Risk The counterparty has demonstrated higher risk characteristics. The counterparty is a less established company within the applicable industry, with higher commercial credit risk, and/or below average reputational risk (e.g. online ratings, higher complaint levels), and/or below average financial risk assessment. Tier “5” advance approvals will be approved on an exception basis. Loans and Loan Participations, Held-For-Investment Property and Equipment Carrying Value December 31, Asset Category Estimated Useful Life, in Years 2020 2019 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 868 639 Computer software (a) 1 – 3 years 11,973 8,921 Leasehold improvements Shorter of life of improvement or lease term 421 421 13,817 10,536 Accumulated amortization and depreciation (b)(c) (8,092) (4,861) $ 5,725 $ 5,675 (a) Amounts include $11.8 million and $8.7 million of capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (b) Amounts include $7.2 million and $4.3 million of accumulated amortization for capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (c) For the years ended December 31, 2020 and 2019, respectively, $2.9 million and $2.4 million of the $3.2 million and $2.7 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At December 31, 2020, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows: 2021 $ 2,468 2022 1,518 2023 547 2024 — 2025 — Thereafter — $ 4,533 Funding Commitments Guarantees — Distributions Payable Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities Temporary Equity Income Recognition Revenue Recognition For the Year Ended December 31, 2020 2019 Platform fees, net (a)(b) $ 66,853 $ 51,424 Other revenues (c) 2,711 1,760 Total revenue $ 69,564 $ 53,184 (a) Amounts presented net of variable consideration in the form of rebates to certain contractors. (b) Includes revenues of $2.3 million earned from Sunlight’s facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate during the year ended December 31, 2019. (c) Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.2 million and $0.2 million in administrative fees from an affiliate for the years ended December 31, 2020 and 2019, respectively. (Note 8) Platform Fees, Net The contract under which Sunlight arranges Loans for the purchase and installation of home improvements other than residential solar energy systems is considered a derivative under GAAP. As such, Sunlight’s revenues exclude the platform fees that Sunlight earns in connection with this contract. Instead, Sunlight records realized gains on the derivative within “Realized Gains on Contract Derivative, Net” in the accompanying Consolidated Statements of Operations. Sunlight realized gains of $0.1 million and $0.0 million for the years ended December 31, 2020 and 2019, respectively, in connection with this contract (Note 4). Other Revenues Interest Income Loans are considered past due or delinquent if the required principal and interest payments have not been received as of the date such payments are due. Generally, loans, including impaired loans, are placed on non-accrual status when (i) either principal or interest payments are 90 days or more past due based on contractual terms or (ii) an individual analysis of a borrower’s creditworthiness indicates a loan should be placed on non-accrual status. When a loan owned by Sunlight (each, a “Balance Sheet Loan”) is placed on non-accrual status, Sunlight ceases to recognize interest income on the loans and reverses previously accrued and unpaid interest, if any. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Sunlight may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the restructured loan. Advances are created at par and do not bear, and therefore do not accrue, interest income. Expense Recognition Cost of Revenues Compensation and Benefits Equity-Based Compensation Time-Based Service Performance-Based Conditions PIK Vesting Requirement Selling, General, and Administrative Property and Technology Income Taxes — In accordance with the operating agreement of Sunlight Financial LLC, to the extent possible without impairing the Company’s ability to continue to conduct its business and activities, and in order to permit its member to pay taxes on the taxable income of the Company, Sunlight Financial LLC is required to make distributions to the member in the amount equal to the estimated tax liability of the member computed as if the member paid income tax at the highest marginal federal and state rate applicable to a corporate entity or individual resident in New York, New York to the extent Sunlight’s operations generate taxable income for the applicable member. Sunlight declared distributions of $7.5 million and $3.6 million for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, Sunlight did not have any material deferred tax assets or liabilities arising from future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in accordance with GAAP and their respective tax bases. Sunlight recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in Sunlight’s Consolidated Statements of Operations. At December 31, 2020 and 2019, Sunlight did not have any material uncertain tax positions. Any uncertain tax position taken by any of Sunlight’s members is not an uncertain tax position of Sunlight. Recent Accounting Pronouncements Issued, But Not Yet Adopted The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standard Updates (“ASUs”) that may materially impact Sunlight’s financial position and results of operations, or may impact the preparation of, but not materially affect, Sunlight’s consolidated financial statements. As an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Sunlight is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Unless otherwise stated, Sunlight elected to adopt recent accounting pronouncements using the extended transition period applicable to private companies. ASU No. 2020-06 Debt ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting — Reference Rate Reform (Topic 848): Scope ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 can be applied either retrospectively or prospectively, and it is effective for Sunlight for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption, including adoption in an interim period, is permitted. Sunlight is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements. ASU No. 2016-13 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments — ASU No. 2016-02 Leases |
Financing Receivables
Financing Receivables | 12 Months Ended |
Dec. 31, 2020 | |
SUNLIGHT FINANCIAL LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Financing Receivables | Note 3. Financing Receivables Sunlight recognizes receivables primarily related to (a) advances that Sunlight remits to contractors on a short-term basis to facilitate the installation of residential solar and home improvement equipment and (b) loans and loan participations. Loans and loan participations primarily include Sunlight’s undivided 5.0% participation and Indirect Channel Loans purchased from its Bank Partner. The following table summarizes Sunlight’s financing receivables and changes thereto: Loans and Loan Advances (a) Participations (b) Total December 31, 2020 Amounts outstanding $ 35,401 $ 6,351 $ 41,752 Unamortized discount — (893) (893) Allowance for credit losses (121) (125) (246) Carrying value $ 35,280 $ 5,333 $ 40,613 December 31, 2019 Amounts outstanding $ 17,523 $ 6,064 $ 23,587 Unamortized discount — (838) (838) Allowance for credit losses (215) (96) (311) Carrying value $ 17,308 $ 5,130 $ 22,438 Allowance for Credit Losses Balance ‒ December 31, 2018 $ 284 $ 90 $ 374 Provision for credit losses (69) 794 725 Realized losses — (788) (788) Balance ‒ December 31, 2019 215 96 311 Provision for credit losses (94) 1,444 1,350 Realized losses — (1,415) (1,415) Balance ‒ December 31, 2020 $ 121 $ 125 $ 246 Changes in Carrying Value Balance ‒ December 31, 2018 $ 3,679 $ 3,679 Purchases, net (c) 3,019 3,019 Proceeds from principal repayments, net (913) (913) Accretion of loan discount 139 139 Provision for credit losses (794) (794) Balance ‒ December 31, 2019 5,130 5,130 Purchases, net (d) 2,839 2,839 Proceeds from principal repayments, net (1,316) (1,316) Accretion of loan discount 124 124 Provision for credit losses (1,444) (1,444) Balance ‒ December 31, 2020 $ 5,333 $ 5,333 (a) Represents short-term, advance payments made by Sunlight to certain contractors in anticipation of a project’s substantial completion. (b) Represents (i) Sunlight’s 5.0% participation interest in a pool of residential solar loans with an aggregate UPB of $6.0 million and $5.7 million at December 31, 2020 and 2019, respectively, and (ii) Indirect Channel Loans purchased by Sunlight with an aggregate UPB of $0.4 million and $0.4 million at December 31, 2020 and 2019, respectively. No loans or loan participations were individually evaluated for impairment at December 31, 2020 or 2019. (c) During the year ended December 31, 2019, Sunlight purchased (i) 5.0% participation interests in 1,838 loans with an aggregate UPB of $2.9 million as well as 42 Indirect Channel Loans with an aggregate UPB of $0.7 million. (d) During the year ended December 31, 2020, Sunlight purchased 5.0% participation interests in 1,007 loans with an aggregate UPB of $1.6 million as well as 49 Indirect Channel Loans with an aggregate UPB of $1.2 million. Advances Risk Ratings — Total Amount % of Amount Risk Tier (a) Contractors Outstanding Outstanding December 31, 2020 1 Low risk 78 $ 18,072 51.0 % 2 Low-to-medium risk 56 16,700 47.2 3 Medium risk 4 604 1.7 4 Medium-to-high risk — — — 5 Higher risk 3 25 0.1 141 $ 35,401 100.0 % December 31, 2019 1 Low risk 50 $ 11,021 62.9 % 2 Low-to-medium risk 31 5,803 33.1 3 Medium risk 4 663 3.8 4 Medium-to-high risk — — — 5 Higher risk 1 36 0.2 86 $ 17,523 100.0 % (a) At December 31, 2020 and 2019, the average risk rating of Sunlight’s advances was 1.5 (“low-to-medium risk”) and 1.4 (“low risk”), weighted by total advance amounts outstanding. Delinquencies Total Amount % of Amount Payment Delinquency Outstanding Outstanding December 31, 2020 Current $ 29,132 82.3 % Less than 30 days 3,137 8.9 30 days 1,424 4.0 60 days 672 1.9 90+ days (a) 1,036 2.9 $ 35,401 100.0 % December 31, 2019 Current $ 15,703 89.6 % Less than 30 days 1,228 7.0 30 days 268 1.5 60 days 64 0.4 90+ days (a) 260 1.5 $ 17,523 100.0 % (a) As further discussed in Note 2, Sunlight generally evaluates amounts delinquent for 90 days or more for impairment. Advances to contractors may remain outstanding as a result of operational and other reasons that are unrelated to the contractor’s creditworthiness. Sunlight assessed advances 90 days or more, along with other factors that included the contractor’s risk tier and historical loss experience, and established loss allowances of $0.1 million and $0.2 million at December 31, 2020 and 2019, respectively. Concentrations At December 31, 2020 2019 Amount Amount Contractor Outstanding % of Total Outstanding % of Total 1 $ 10,429 29.5 % $ 7,041 40.2 % 2 6,425 18.1 2,548 14.5 3 2,615 7.4 49 0.3 4 1,812 5.1 — — 5 712 2.0 58 0.3 6 644 1.8 46 0.3 7 574 1.6 20 0.1 8 545 1.5 351 2.0 9 514 1.5 423 2.4 10 477 1.3 — — Other (a) 10,654 30.2 6,987 39.9 $ 35,401 100.0 % $ 17,523 100.0 % (a) At December 31, 2020 and 2019, Sunlight recorded advances receivable from 131 and 76 counterparties not individually listed in the table above with average balances of $0.1 million and $0.1 million, respectively. At December 31, 2019, Sunlight recorded advances receivable from individual counterparties of $1.1 million, $0.9 million, $0.5 million, $0.4 million, and $0.3 million that represent the largest advance concentrations included in “Other,” based on the amount outstanding. Loans and Loan Participations Delinquencies Bank Partner Loan Participations Loans Total Payment Delinquency (a) Loans UPB Loans UPB Loans UPB % of UPB December 31, 2020 Current 4,409 $ 5,760 16 $ 319 4,425 $ 6,079 95.7 % Less than 30 days 116 174 — — 116 174 2.7 30 days 22 38 1 23 23 61 1.0 60 days 7 11 — — 7 11 0.2 90+ days 10 14 1 12 11 26 0.4 4,564 $ 5,997 18 $ 354 4,582 $ 6,351 100.0 % December 31, 2019 Current 3,921 $ 5,462 12 $ 223 3,933 $ 5,685 93.8 % Less than 30 days 101 158 4 91 105 249 4.1 30 days 21 27 — — 21 27 0.4 60 days 9 12 2 64 11 76 1.3 90+ days 9 15 1 12 10 27 0.4 4,061 $ 5,674 19 $ 390 4,080 $ 6,064 100.0 % (a) As further described in Note 2, Sunlight places loans delinquent greater than 90 days on nonaccrual status. Such Loans had carrying values of $0.0 million and $0.0 million at December 31, 2020 and 2019, respectively. Sunlight does not consider the average carrying values and interest income recognized (including interest income recognized using a cash-basis method) material for the years ended December 31, 2020 and 2019. Loan Collateral Concentrations At December 31, 2020 2019 State UPB % of Total UPB % of Total Texas $ 1,203 18.9 % $ 1,189 19.6 % California 1,111 17.5 1,153 19.0 Florida 555 8.7 520 8.6 New York 403 6.3 451 7.4 New Jersey 376 5.9 329 5.4 Arizona 312 4.9 297 4.9 Pennsylvania 274 4.3 292 4.8 South Carolina 234 3.7 235 3.9 Missouri 228 3.6 211 3.5 Massachusetts 223 3.5 184 3.0 Other (a) 1,432 22.7 1,203 19.9 $ 6,351 100.0 % $ 6,064 100.0 % (a) Sunlight only participates in residential solar loans originated within the United States, including 31 and 27 states not individually listed in the table above, none of which individually amount to more than 2.7% and 2.5% of the UPB at December 31, 2020 and 2019, respectively. |
Derivatives
Derivatives | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Derivatives | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 17,250,000 and 9,900,000 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30 -day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. | Note 6 - Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 Public Warrants and 9,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares of common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; ● upon a minimum of 30 days’ prior written notice to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down, to the nearest whole number, the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. | |
SUNLIGHT FINANCIAL LLC | |||
Derivative [Line Items] | |||
Derivatives | Note 4. Derivatives In January 2019, Sunlight entered into an agreement with its Bank Partner to arrange Loans for the purchase and installation of home improvements other than residential solar energy systems. The agreement (a) entitles Sunlight to cash flows collected from the portfolio of Loans held by its Bank Partner in excess of a contractual rate, based upon one-month LIBOR plus a fixed spread, and (b) requires Sunlight to pay its Bank Partner for portfolio cash flows below such contractual rate. This contractual arrangement incorporates interest rate and credit risks. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. Credit risk includes the risk of default on Loans held by its Bank Partner that results from a borrower’s inability or unwillingness to make contractually required payments. Sunlight’s derivative asset is recorded at fair value in the accompanying Consolidated Balance Sheets as follows: December 31, Balance Sheet Location 2020 2019 Contract derivative Other assets $ 1,435 $ — The following table summarizes notional amounts related to derivatives: December 31, 2020 2019 Contract derivative (a) $ 59,770 $ — (a) Represents the carrying value of Loans for the purchase and installation of home improvements other than residential solar energy systems held by Sunlight’s Bank Partner. The following table summarizes all income recorded in relation to derivatives: For the Year Ended December 31, 2020 2019 Change in fair value of contract derivative, net Contract derivative $ 1,435 $ — Realized gains on contract derivative, net Contract derivative 103 — |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
SUNLIGHT FINANCIAL LLC | |
Line of Credit Facility [Line Items] | |
Debt Obligations | Note 5. Debt Obligations Debt consists of the following: At December 31, 2020 2019 Outstanding Maximum Final Weighted Average Month Face Carrying Facility Stated Funding Life Carrying Issued Amount Value (a) Size (b) Maturity Cost (c) (Years) Value (a) Revolving credit facility (d) Nov 2017 $ 14,625 $ 14,625 $ 15,000 May 2021 6.4 % — $ 11,811 (a) Excludes $0.0 million and $0.2 million of unamortized deferred financing costs on a revolving credit facility, included in “Other Assets” in the accompanying Consolidated Balance Sheets, at December 31, 2020 and 2019, respectively. (b) The maximum facility size includes a $0.3 million standby letter of credit. (c) Includes unamortized deferred financing costs, as a percentage of the outstanding face amount. (d) In March 2016, Sunlight entered into a Loan and Security Agreement with its lender (“Lender”). In May 2019, Sunlight and Lender amended and restated the agreement to provide Sunlight a $15.0 million revolving credit facility. Borrowings under the facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Amounts borrowed under this facility are 100% recourse to Sunlight. Sunlight’s debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by a failure to maintain specified unrestricted cash balances and maintaining capacity to fund Loans. Sunlight was in compliance with all of its debt covenants at December 31, 2020. Activities Balance at December 31, 2018 $ 5,301 Borrowings 10,181 Repayments (3,671) Amortization of deferred financing costs (a) — Balance at December 31, 2019 11,811 Borrowings 8,713 Repayments (5,899) Amortization of deferred financing costs (a) — Balance at December 31, 2020 $ 14,625 (a) Excludes $0.1 million and $0.1 million amortization of deferred financing costs included in “Other Assets” in the accompanying Consolidated Balance Sheets for the years ended December 31, 2020 and 2019, respectively. Sunlight includes amortization of these costs within “Depreciation and Amortization” in the accompanying Consolidated Statements of Operations. Maturities |
Equity
Equity | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock outstanding Class B Common Stock All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 shares of Class B common stock outstanding, up to 1,125,000 shares were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Founder Shares would collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On December 31, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock — issued | Note 7 — Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 27,043,141 and 28,726,659 shares were subject to possible redemption at June 30, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity in the accompanying balance sheets. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. | |
SUNLIGHT FINANCIAL LLC | |||
Class of Stock [Line Items] | |||
Stockholders' Equity | Note 6. Equity Interests in Sunlight’s partnership equity consists of members’ preferred and subordinated units. Sunlight did not have a specific number of preferred or subordinated units authorized at December 31, 2020 or 2019, but retains the corporate authority to issue sufficient units to meet its obligations. In addition to its partnership equity, Sunlight has issued warrants, profits interests, and other economic interests as part of its long-term incentive plan. Temporary Equity Activities Class A ‑ 3 Class A ‑ 2 Class A ‑ 1 Month of Issuance Units Units Units Units at December 31, 2018 283,092 169,956 222,853 March 2019 10,122 6,077 7,968 June 2019 10,600 6,364 8,344 September 2019 11,104 6,666 8,741 December 2019 11,510 6,910 9,060 43,336 26,017 34,113 Units at December 31, 2019 326,428 195,973 256,966 March 2020 11,768 7,065 9,264 June 2020 12,193 7,320 9,598 September 2020 12,771 7,667 10,053 December 2020 13,235 7,947 10,421 49,967 29,999 39,336 Units at December 31, 2020 376,395 225,972 296,302 Preferred Units Subordinated Units Warrants Exercise Price per Unit Weighted Underlying Unit Class Date of Issuance Minimum Maximum Average (a) Units A‑1 (b) Mar‑16 – May‑19 $ 78.09 $ 100.00 $ 83.58 2,393 A‑2 Feb‑18 297.99 455.52 360.29 12,491 (a) Aggregate amount payable to Sunlight upon exercise of warrant divided by underlying units deliverable to the warrant holder. (b) During the year ended December 31, 2019, Sunlight issued 1,793 Class A-1 warrants at an exercise price of $78.09 per Class A-1 Unit. Refer to Notes 2 and 7 regarding the accounting treatment for warrants and the valuation thereof. Other Interests Class C Units — LTIP Units Equity-Based Compensation Award Conditions Units (a) Threshold Equity Value (c) Award Class Service (b) (in millions) Class C LTIP Total Authorized C‑1 Units 4 years $ 29.7 52,484 9,098 61,582 62,285 C‑2 Units 4 years 87.0 8,878 9,015 17,893 19,440 C‑2AD Units (d) 4 years 87.0 4,739 4,785 9,524 10,380 C‑3 Units 5 years 165.0 82,700 26,068 108,768 150,000 C‑3AD Units (d) 5 years 165.0 85,602 22,094 107,696 155,853 234,403 71,060 305,463 397,958 (a) Net of fully vested awards. (b) Awards satisfy service-based award conditions ratably over the service period, starting on the one-year anniversary of the service inception date and monthly thereafter. Except for certain Class C-1 Unit and Class C-2 Unit awards, holders of Compensation Awards must also satisfy performance-based award conditions to vest in their award, which require Sunlight’s equity to exceed the respective Threshold Equity Value for such award. Sunlight expenses the grant-date fair value of certain Class C-1 Unit and Class C-2 Unit awards that do not require performance-based vesting requirements over the service vesting period as “Compensation and Benefits” in the accompanying Consolidated Statements of Operations using a “graded-vesting” method. During the year ended December 31, 2020, Sunlight expensed $0.0 million and $0.1 million for Class C Units and LTIP Units, respectively, and $0.1 million and $0.1 million for Class C Units and LTIP Units, respectively, during the year ended December 31, 2019. (c) Except for Class C-1 Units, the Threshold Equity Value increases in an amount equal to any equity capital raised after the date of each grant. (d) In addition to service- and performance-based award conditions, the vesting of Class C-2AD Unit and Class C-3AD Unit awards are contingent upon the PIK Vesting Requirement. At December 31, 2020, the following Class C Units and LTIP Units have not yet satisfied the PIK Vesting Requirement: Award Class Class C LTIP Total C‑2AD Units — 1,268 1,268 C‑3AD Units 48,701 13,731 62,432 48,701 14,999 63,700 Compensation Unit Activities Class C LTIP Per Unit Units Per Unit Units December 31, 2018 $ 11.10 77,097 $ 34.72 21,514 Issued 16.12 167,097 13.91 49,095 Converted to Class C‑1 Units 22.87 (3,846) 63.82 (1,791) Converted to Class C‑2 Units 11.12 (3,030) 11.12 (2,109) Forfeited — — 15.23 (2,663) December 31, 2019 14.45 237,318 19.54 64,046 Issued 23.62 1,205 23.62 14,678 Converted to Class C‑1 Units 20.11 (1,095) 40.19 (1,607) Converted to Class C‑2 Units 11.12 (3,025) 17.36 (3,613) Forfeited — — 18.61 (2,444) December 31, 2020 14.51 234,403 20.06 71,060 Unrecognized Compensation Expense Weighted Average Recognition Class C LTIP Vesting Condition Period Units Amount Units Amount Time-based service 0.7 yrs 1,694 $ 4 4,434 $ 32 Performance-based n.a. 141,848 1,922 30,429 749 Multiple (a) n.a. 90,861 1,459 36,197 593 234,403 $ 3,385 71,060 $ 1,374 (a) Includes awards where vesting contingent upon at least two conditions: time-based service, performance-based conditions, and the PIK Vesting Requirement. Refer to Notes 2 and 7 regarding the accounting treatment for compensation units and the valuation thereof. |
Fair Value Measurement
Fair Value Measurement | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Measurement | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy during the period from August 17, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized an expense in the statement of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $16.2 million. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is 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 estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % The change in the fair value of the derivative warrant liabilities for the period from August 17, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The Company transferred $31,567,500 of Public Warrants out of Level 3 to Level 1 due to the use of a quoted price in an active market. There were no other transfers between levels for the three and six months ended June 30, 2021. As of December 31, 2020, the fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model. As of June 30, 2021, the Company utilizes the Black-Scholes option pricing model and a quoted price in an active market to estimate the fair value of the Private Placement Warrants and Public Warrants, respectively, with changes in fair value recognized in the unaudited condensed consolidated statement of operations. For the three months ended June 30, 2021, the Company recognized a change from an increase in the fair value of liabilities of approximately $1,013,000 and for six months ended June 30, 2021, the Company recognized a change from a decrease in the fair value of liabilities of approximately $9,161,000 presented on the accompanying unaudited condensed consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. 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 as their measurement dates: As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % | |
SUNLIGHT FINANCIAL LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Measurement | Note 7. Fair Value Measurement The carrying values and fair values of Sunlight’s assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments for which fair value is disclosed, at December 31, 2020 and 2019 were as follows: Principal Balance or Notional Carrying Fair Value Amount Value Level 1 Level 2 Level 3 Total December 31, 2020 Assets: Financing Receivables: Loan participations, held-for-investment $ 5,997 $ 5,029 $ — $ — $ 5,140 $ 5,140 Loans, held-for-investment 354 304 — — 310 310 Cash and cash equivalents 49,583 49,583 49,583 — — 49,583 Restricted cash 3,122 3,122 3,122 — — 3,122 Contract derivative 59,770 1,435 — — 1,435 1,435 Liabilities: Debt 14,625 14,625 — — 14,625 14,625 Warrants 4,700 5,643 — — 5,643 5,643 Guarantee obligation n.a. 839 — — 839 839 December 31, 2019 Assets: Financing Receivables: Loan participations, held-for-investment 5,674 4,796 — — 5,400 5,400 Loans, held-for-investment 390 334 — — 340 340 Cash and cash equivalents 47,341 47,341 47,341 — — 47,341 Restricted cash 4,315 4,315 4,315 — — 4,315 Liabilities: Debt 11,811 11,811 — — 11,811 11,811 Warrants 4,700 133 — — 133 133 Guarantee obligation n.a. 75 — — 75 75 Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. Sunlight’s assets and liabilities measured at fair value on a recurring basis using Level 3 inputs changed as follows: Assets Liabilities Contract Derivative Warrants Balance ‒ December 31, 2018 Transfers (a) $ — $ 19 Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income (b) Included in change in fair value of warrant liabilities — 114 Included in change in fair value of contract derivative, net — — Included in realized gains on contract derivative, net — — Payments, net — — Balance ‒ December 31, 2019 Transfers (a) — 133 Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income (b) Included in change in fair value of warrant liabilities — 5,510 Included in change in fair value of contract derivative, net 1,435 — Included in realized gains on contract derivative, net 103 — Payments, net (103) — Balance ‒ December 31, 2020 $ 1,435 $ 5,643 (a) Transfers are assumed to occur at the beginning of the respective period. (b) Changes in the fair value of liabilities shown as losses included in net income. Contract Derivative Valuation — Weighted Average Life Discount Rate (Years) December 31, 2020 8.1 % 0.3 December 31, 2019 n.a. n.a. Compensation Unit and Warrant Valuation — (higher) fair value measurement. The following significant assumptions were used to value Sunlight’s equity and warrants thereon, on a weighted-average basis: For the Year Ended December 31, Assumption 2020 2019 Cost of equity 22.5 % 32.5 % Volatility 46.0 % 42.0 % Tax rate 26.0 % 28.0 % Term 3.0 years 5.0 years At December 31, 2020, Sunlight applied a hybrid probability-weighted expected return valuation method, which incorporated two scenarios: (a) a scenario using a market valuation approach that assumed Sunlight completed the business combination described in Note 10 and (b) a remain private scenario that used the aforementioned income valuation approach. The concluded fair value at December 31, 2020 reflects an adjustment for lack of marketability of 15.0%, and Sunlight considered the estimated probability of the completed business combination described in Note 10 of 60% was reasonable given Sunlight had entered into a non-binding agreement for the business combination, which was subject to substantial contingencies as well as the successful placement of equity by the acquirer to finance the business combination. |
Transactions with Affiliates an
Transactions with Affiliates and Affiliated Entities | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Transactions with Affiliates and Affiliated Entities | Note 5 — Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock, (which receipt of such dividends was waived by the independent director nominees) resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $10,000 for such services for the period ended December 31, 2020. | Note 4 - Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock” or “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock (which receipt of such dividends was waived by the independent director nominees), resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $30,000 and $60,000 for such services for the three and six months ended June 30, 2021, respectively. As of June 30, 2021 and December 31, 2020, there were no outstanding balance on the accompanying condensed balance sheets. | |
SUNLIGHT FINANCIAL LLC | |||
Related Party Transaction [Line Items] | |||
Transactions with Affiliates and Affiliated Entities | Note 8. Transactions with Affiliates and Affiliated Entities Sunlight has entered into management and administrative agreements with the following equity members who also serve on Sunlight’s board of directors. Management believes that the arrangements represent market compensation for the related services. FTV Management V, LLC (“FTV”) Hudson SL Portfolio Holdings LLC (“HSPH”) Forward Flow Agreement — Administrative Services Agreement Tiger Infrastructure Partners (“Tiger”) |
Commitments and Contingencies_4
Commitments and Contingencies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any 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, if any), are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
SUNLIGHT FINANCIAL LLC | |||
Commitments and Contingencies | Note 9. Commitments and Contingencies Sunlight was subject to the following commitments and contingencies at December 31, 2020. Litigation At December 31, 2020, Sunlight was not involved in any material legal proceedings regarding claims or legal actions against Sunlight. Indemnifications Advances — Funding Commitments Bank Partner Guarantees Non-Cancelable Operating Leases At December 31, 2020, the approximate aggregate annual minimum future lease payments required on the operating leases are as follows: 2021 $ 1,099 2022 1,010 2023 680 2024 699 2025 335 Thereafter — $ 3,823 During the years ended December 31, 2020 and 2019, total lease expense was $1.1 million and $1.0 million, respectively, which Sunlight paid in full. |
Recent Activities
Recent Activities | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Recent Activities | Note 11 — Subsequent Events As described in Note 1 — Description of Organization and Business Operations above, on January 23, 2021 the Company entered into a business combination agreement and plan of reorganization with Sunlight Financial LLC. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued, and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the financial statements. | Note 9 — Subsequent Events As described in Note 1 “Description of Organization and Business Operations” above, on July 9, 2021, the Company consummated the previously announced business combination plan of reorganization with Sunlight. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements. | |
SUNLIGHT FINANCIAL LLC | |||
Recent Activities | Note 10. Recent Activities The following events occurred subsequent to December 31, 2020 through March 22, 2021, the date at which Sunlight’s Consolidated Financial Statements were available to be issued: In January 2021, Sunlight distributed $4.5 million, $1.1 million, and $1.2 million in cash to holders of Class A-3, Class A-2, and Class A-1 Units, or $12.00, $4.80, and $3.94 per outstanding Class A-3, Class A-2, and Class A-1 Unit, respectively, as estimated tax distributions. The actual tax distribution amount required may materially differ from these estimates. In January 2021, Sunlight and Spartan Acquisition Corp. II (NYSE: SPRQ) (“Spartan”), a publicly-traded special purpose acquisition company sponsored by funds managed by an affiliate of Apollo Global Management, Inc. (NYSE: APO), announced that they have entered into a definitive agreement for a business combination that will, subject to the satisfaction or waiver of the conditions to closing of the transactions contemplated by that agreement (the “Transactions”), result in Sunlight becoming the operating subsidiary of a publicly listed company. Following the closing of the Transactions, the combined company will be organized in an “Up-C” structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan’s only material assets will be its equity interests in Sunlight. In February 2021, Sunlight entered into a new program agreement with an Indirect Channel Loan Purchaser that provides for the purchase by such Indirect Channel Loan Purchaser to purchase up to $400 million of home improvement loans from Sunlight’s Bank Partner. During the first quarter of 2020, the outbreak of a novel strain of coronavirus (COVID-19) has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. Depending on the severity and duration of the outbreak, the novel coronavirus could present material uncertainty and risk with respect to the Company, its performance, and its financial results. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. | |
Risks and Uncertainties | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated 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. | |
Valuation Process | 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | 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. 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: ● ● ● 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 June 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. | |
Derivative Warrant Liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. | |
Recent Accounting Pronouncements Issued, But Not Yet Adopted | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. | |
SUNLIGHT FINANCIAL LLC | |||
Basis of Presentation | Basis of Presentation | ||
Consolidation | Consolidation | ||
Segments | Segments reportable segment | ||
Risks and Uncertainties | Risks and Uncertainties | ||
Use of Estimates | Use of Estimates reporting period. Management makes subjective estimates of pending loan originations and sales, which significantly impacts revenues, determinations of fair value, and estimates regarding loan performance, which impacts impairments and allowances for loan losses. Actual results may differ from those estimates. | ||
Fair Value | Fair Value Level Measurement 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2 Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. 3 Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Sunlight follows this hierarchy for its financial instruments, with classifications based on the lowest level of input that is significant to the fair value measurement. The following summarizes Sunlight’s financial instruments hierarchy at December 31, 2020: Level Financial Instrument Measurement 1 Cash and cash equivalents and restricted cash Estimates of fair value are measured using observable, quoted market prices, or Level 1 inputs 3 Loans and loan participations, held-for-investment Estimated fair value is generally determined by discounting the expected future cash flows using inputs such as discount rates. Contract derivative Estimated fair value based upon discounted expected future cash flows arising from the contract. Warrants Estimated fair value based upon quarterly valuation estimates of Sunlight’s equity, based upon fair value inputs provided by an independent valuation firm applied to Sunlight’s capital structure. | ||
Valuation Process | Valuation Process | ||
Valuation of Loans and Loan Participations | Valuation of Loans and Loan Participations | ||
Valuation of Contract Derivative | Valuation of Contract Derivative — | ||
Other Valuation Matters | Other Valuation Matters See Note 7 for additional information regarding the valuation of Sunlight’s financial assets and liabilities. | ||
Derivative Warrant Liabilities | Valuation of Warrants | ||
Sales of Financial Assets and Financing Agreements | Sales of Financial Assets and Financing Agreements — | ||
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash December 31, 2020 2019 Cash and cash equivalents $ 49,583 $ 47,341 Restricted cash and cash equivalents 3,122 4,315 Total cash, cash equivalents, and restricted cash shown in the Consolidated Statement of Cash Flows $ 52,705 $ 51,656 | ||
Financing Receivables | Financing Receivables | ||
Advances | Advances | ||
Loans and Loan Participations | Loans and Loan Participations | ||
Impairment | Impairment The evaluation of these indicators of impairment requires significant judgment by management to determine whether failure to collect contractual amounts is probable as well as in estimating the resulting loss allowance. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change. Actual losses, if any, could materially differ from these estimates. If management deems that it is probable that Sunlight will be unable to collect all amounts owed according to the contractual terms of a receivable, impairment of that receivable is indicated. Consistent with this definition, all receivables for which the accrual of interest has been discontinued (nonaccrual loans) are considered impaired. If management considers a receivable to be impaired, management establishes an allowance for losses through a valuation provision in earnings, which reduces the carrying value of the receivable to (a) the amounts management expect to collect, for receivables due within 90 days, or (b) the present value of expected future cash flows discounted at the receivable’s contractual effective rate. Impaired financing receivables are charged off against the allowance for losses when a financing receivable is more than 120 days past due or when management believes that collectability of the principal is remote, if earlier. Sunlight credits subsequent recoveries, if any, to the allowance when received. At December 31, 2020 and 2019, Sunlight evaluated financing receivables collectively, based upon those financing receivables with similar characteristics. Sunlight individually evaluates nonaccrual loans with contractual balances of $50,000 or more and receivables whose terms have been modified in a troubled debt restructuring with contractual balances of $50,000 or more to establish specific allowances for such receivables, if required. Those financing receivables where impairment is indicated were evaluated individually for impairment, though such amounts were not material. Advances management will set an individual counterparty advance dollar limit, which cannot be exceeded prior to additional review and approval. The overall risk tiers are defined as follows: 1 Low Risk The counterparty has demonstrated low risk characteristics. The counterparty is a well-established company within the applicable industry, with low commercial credit risk, excellent reputational risk (e.g. online ratings, low complaint levels), and an excellent financial risk assessment. 2 Low-to-Medium Risk The counterparty has demonstrated low to medium risk characteristics. The counterparty is a well-established company within the applicable industry, with low to medium commercial credit risk, excellent to above average reputational risk (e.g. online ratings, lower complaint levels), and/or an excellent to above average financial risk assessment. 3 Medium Risk The counterparty has demonstrated medium risk characteristics. The counterparty may be a less established company within the applicable industry than risk tier “1” or “2”, with medium commercial credit risk, excellent to average reputational risk (e.g., online ratings, average complaint levels), and/or an excellent to average financial risk assessment. 4 Medium-to-High Risk The counterparty has demonstrated medium to high risk characteristics. The counterparty is likely to be a less established company within the applicable industry than risk tiers “1” through “3,” with medium to high commercial credit risk, excellent to below average reputational risk (e.g. online ratings, higher complaint levels), and/or an excellent to below average financial risk assessment. 5 Higher Risk The counterparty has demonstrated higher risk characteristics. The counterparty is a less established company within the applicable industry, with higher commercial credit risk, and/or below average reputational risk (e.g. online ratings, higher complaint levels), and/or below average financial risk assessment. Tier “5” advance approvals will be approved on an exception basis. Loans and Loan Participations, Held-For-Investment | ||
Property and Equipment | Property and Equipment Carrying Value December 31, Asset Category Estimated Useful Life, in Years 2020 2019 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 868 639 Computer software (a) 1 – 3 years 11,973 8,921 Leasehold improvements Shorter of life of improvement or lease term 421 421 13,817 10,536 Accumulated amortization and depreciation (b)(c) (8,092) (4,861) $ 5,725 $ 5,675 (a) Amounts include $11.8 million and $8.7 million of capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (b) Amounts include $7.2 million and $4.3 million of accumulated amortization for capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (c) For the years ended December 31, 2020 and 2019, respectively, $2.9 million and $2.4 million of the $3.2 million and $2.7 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At December 31, 2020, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows: 2021 $ 2,468 2022 1,518 2023 547 2024 — 2025 — Thereafter — $ 4,533 | ||
Funding Commitments | Funding Commitments | ||
Guarantees | Guarantees — | ||
Distributions Payable | Distributions Payable | ||
Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities | Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities Temporary Equity | ||
Revenue Recognition | Revenue Recognition For the Year Ended December 31, 2020 2019 Platform fees, net (a)(b) $ 66,853 $ 51,424 Other revenues (c) 2,711 1,760 Total revenue $ 69,564 $ 53,184 (a) Amounts presented net of variable consideration in the form of rebates to certain contractors. (b) Includes revenues of $2.3 million earned from Sunlight’s facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate during the year ended December 31, 2019. (c) Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.2 million and $0.2 million in administrative fees from an affiliate for the years ended December 31, 2020 and 2019, respectively. (Note 8) Platform Fees, Net The contract under which Sunlight arranges Loans for the purchase and installation of home improvements other than residential solar energy systems is considered a derivative under GAAP. As such, Sunlight’s revenues exclude the platform fees that Sunlight earns in connection with this contract. Instead, Sunlight records realized gains on the derivative within “Realized Gains on Contract Derivative, Net” in the accompanying Consolidated Statements of Operations. Sunlight realized gains of $0.1 million and $0.0 million for the years ended December 31, 2020 and 2019, respectively, in connection with this contract (Note 4). Other Revenues | ||
Interest Income | Interest Income Loans are considered past due or delinquent if the required principal and interest payments have not been received as of the date such payments are due. Generally, loans, including impaired loans, are placed on non-accrual status when (i) either principal or interest payments are 90 days or more past due based on contractual terms or (ii) an individual analysis of a borrower’s creditworthiness indicates a loan should be placed on non-accrual status. When a loan owned by Sunlight (each, a “Balance Sheet Loan”) is placed on non-accrual status, Sunlight ceases to recognize interest income on the loans and reverses previously accrued and unpaid interest, if any. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Sunlight may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the restructured loan. Advances are created at par and do not bear, and therefore do not accrue, interest income. | ||
Cost of Revenues | Cost of Revenues | ||
Compensation and Benefits | Compensation and Benefits | ||
Equity-Based Compensation | Equity-Based Compensation | ||
Time-Based Service | Time-Based Service | ||
Performance-Based Conditions | Performance-Based Conditions | ||
PIK Vesting Requirement | PIK Vesting Requirement | ||
Selling, General, and Administrative | Selling, General, and Administrative | ||
Property and Technology | Property and Technology | ||
Income Taxes | Income Taxes — In accordance with the operating agreement of Sunlight Financial LLC, to the extent possible without impairing the Company’s ability to continue to conduct its business and activities, and in order to permit its member to pay taxes on the taxable income of the Company, Sunlight Financial LLC is required to make distributions to the member in the amount equal to the estimated tax liability of the member computed as if the member paid income tax at the highest marginal federal and state rate applicable to a corporate entity or individual resident in New York, New York to the extent Sunlight’s operations generate taxable income for the applicable member. Sunlight declared distributions of $7.5 million and $3.6 million for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, Sunlight did not have any material deferred tax assets or liabilities arising from future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in accordance with GAAP and their respective tax bases. Sunlight recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in Sunlight’s Consolidated Statements of Operations. At December 31, 2020 and 2019, Sunlight did not have any material uncertain tax positions. Any uncertain tax position taken by any of Sunlight’s members is not an uncertain tax position of Sunlight. | ||
Recent Accounting Pronouncements Issued, But Not Yet Adopted | Recent Accounting Pronouncements Issued, But Not Yet Adopted The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standard Updates (“ASUs”) that may materially impact Sunlight’s financial position and results of operations, or may impact the preparation of, but not materially affect, Sunlight’s consolidated financial statements. As an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Sunlight is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Unless otherwise stated, Sunlight elected to adopt recent accounting pronouncements using the extended transition period applicable to private companies. ASU No. 2020-06 Debt ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting — Reference Rate Reform (Topic 848): Scope ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 can be applied either retrospectively or prospectively, and it is effective for Sunlight for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption, including adoption in an interim period, is permitted. Sunlight is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements. ASU No. 2016-13 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments — ASU No. 2016-02 Leases |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of cash and cash equivalents and restricted cash | December 31, 2020 2019 Cash and cash equivalents $ 49,583 $ 47,341 Restricted cash and cash equivalents 3,122 4,315 Total cash, cash equivalents, and restricted cash shown in the Consolidated Statement of Cash Flows $ 52,705 $ 51,656 |
Schedule of property and equipment | Carrying Value December 31, Asset Category Estimated Useful Life, in Years 2020 2019 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 868 639 Computer software (a) 1 – 3 years 11,973 8,921 Leasehold improvements Shorter of life of improvement or lease term 421 421 13,817 10,536 Accumulated amortization and depreciation (b)(c) (8,092) (4,861) $ 5,725 $ 5,675 (a) Amounts include $11.8 million and $8.7 million of capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (b) Amounts include $7.2 million and $4.3 million of accumulated amortization for capitalized internally developed software costs at December 31, 2020 and 2019, respectively. (c) For the years ended December 31, 2020 and 2019, respectively, $2.9 million and $2.4 million of the $3.2 million and $2.7 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At December 31, 2020, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows: |
Schedule of aggregate annual amortization expense for capitalized internally developed software costs | 2021 $ 2,468 2022 1,518 2023 547 2024 — 2025 — Thereafter — $ 4,533 |
Schedule of revenue | For the Year Ended December 31, 2020 2019 Platform fees, net (a)(b) $ 66,853 $ 51,424 Other revenues (c) 2,711 1,760 Total revenue $ 69,564 $ 53,184 (a) Amounts presented net of variable consideration in the form of rebates to certain contractors. (b) Includes revenues of $2.3 million earned from Sunlight’s facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate during the year ended December 31, 2019. (c) Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.2 million and $0.2 million in administrative fees from an affiliate for the years ended December 31, 2020 and 2019, respectively. (Note 8) |
Financing Receivables (Tables)
Financing Receivables (Tables) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of financing receivables and changes thereto | Loans and Loan Advances (a) Participations (b) Total December 31, 2020 Amounts outstanding $ 35,401 $ 6,351 $ 41,752 Unamortized discount — (893) (893) Allowance for credit losses (121) (125) (246) Carrying value $ 35,280 $ 5,333 $ 40,613 December 31, 2019 Amounts outstanding $ 17,523 $ 6,064 $ 23,587 Unamortized discount — (838) (838) Allowance for credit losses (215) (96) (311) Carrying value $ 17,308 $ 5,130 $ 22,438 Allowance for Credit Losses Balance ‒ December 31, 2018 $ 284 $ 90 $ 374 Provision for credit losses (69) 794 725 Realized losses — (788) (788) Balance ‒ December 31, 2019 215 96 311 Provision for credit losses (94) 1,444 1,350 Realized losses — (1,415) (1,415) Balance ‒ December 31, 2020 $ 121 $ 125 $ 246 Changes in Carrying Value Balance ‒ December 31, 2018 $ 3,679 $ 3,679 Purchases, net (c) 3,019 3,019 Proceeds from principal repayments, net (913) (913) Accretion of loan discount 139 139 Provision for credit losses (794) (794) Balance ‒ December 31, 2019 5,130 5,130 Purchases, net (d) 2,839 2,839 Proceeds from principal repayments, net (1,316) (1,316) Accretion of loan discount 124 124 Provision for credit losses (1,444) (1,444) Balance ‒ December 31, 2020 $ 5,333 $ 5,333 (a) Represents short-term, advance payments made by Sunlight to certain contractors in anticipation of a project’s substantial completion. (b) Represents (i) Sunlight’s 5.0% participation interest in a pool of residential solar loans with an aggregate UPB of $6.0 million and $5.7 million at December 31, 2020 and 2019, respectively, and (ii) Indirect Channel Loans purchased by Sunlight with an aggregate UPB of $0.4 million and $0.4 million at December 31, 2020 and 2019, respectively. No loans or loan participations were individually evaluated for impairment at December 31, 2020 or 2019. (c) During the year ended December 31, 2019, Sunlight purchased (i) 5.0% participation interests in 1,838 loans with an aggregate UPB of $2.9 million as well as 42 Indirect Channel Loans with an aggregate UPB of $0.7 million. (d) During the year ended December 31, 2020, Sunlight purchased 5.0% participation interests in 1,007 loans with an aggregate UPB of $1.6 million as well as 49 Indirect Channel Loans with an aggregate UPB of $1.2 million. |
Advance. | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of allocation of advance amount outstanding based on internal risk ratings | Total Amount % of Amount Risk Tier (a) Contractors Outstanding Outstanding December 31, 2020 1 Low risk 78 $ 18,072 51.0 % 2 Low-to-medium risk 56 16,700 47.2 3 Medium risk 4 604 1.7 4 Medium-to-high risk — — — 5 Higher risk 3 25 0.1 141 $ 35,401 100.0 % December 31, 2019 1 Low risk 50 $ 11,021 62.9 % 2 Low-to-medium risk 31 5,803 33.1 3 Medium risk 4 663 3.8 4 Medium-to-high risk — — — 5 Higher risk 1 36 0.2 86 $ 17,523 100.0 % (a) At December 31, 2020 and 2019, the average risk rating of Sunlight’s advances was 1.5 (“low-to-medium risk”) and 1.4 (“low risk”), weighted by total advance amounts outstanding. |
Summary of payment status of advances held | Total Amount % of Amount Payment Delinquency Outstanding Outstanding December 31, 2020 Current $ 29,132 82.3 % Less than 30 days 3,137 8.9 30 days 1,424 4.0 60 days 672 1.9 90+ days (a) 1,036 2.9 $ 35,401 100.0 % December 31, 2019 Current $ 15,703 89.6 % Less than 30 days 1,228 7.0 30 days 268 1.5 60 days 64 0.4 90+ days (a) 260 1.5 $ 17,523 100.0 % (a) As further discussed in Note 2, Sunlight generally evaluates amounts delinquent for 90 days or more for impairment. Advances to contractors may remain outstanding as a result of operational and other reasons that are unrelated to the contractor’s creditworthiness. Sunlight assessed advances 90 days or more, along with other factors that included the contractor’s risk tier and historical loss experience, and established loss allowances of $0.1 million and $0.2 million at December 31, 2020 and 2019, respectively. |
Summary of concentration of advances, by counterparty | At December 31, 2020 2019 Amount Amount Contractor Outstanding % of Total Outstanding % of Total 1 $ 10,429 29.5 % $ 7,041 40.2 % 2 6,425 18.1 2,548 14.5 3 2,615 7.4 49 0.3 4 1,812 5.1 — — 5 712 2.0 58 0.3 6 644 1.8 46 0.3 7 574 1.6 20 0.1 8 545 1.5 351 2.0 9 514 1.5 423 2.4 10 477 1.3 — — Other (a) 10,654 30.2 6,987 39.9 $ 35,401 100.0 % $ 17,523 100.0 % (a) At December 31, 2020 and 2019, Sunlight recorded advances receivable from 131 and 76 counterparties not individually listed in the table above with average balances of $0.1 million and $0.1 million, respectively. At December 31, 2019, Sunlight recorded advances receivable from individual counterparties of $1.1 million, $0.9 million, $0.5 million, $0.4 million, and $0.3 million that represent the largest advance concentrations included in “Other,” based on the amount outstanding. |
Loans and Loan Participations | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of payment status of advances held | Bank Partner Loan Participations Loans Total Payment Delinquency (a) Loans UPB Loans UPB Loans UPB % of UPB December 31, 2020 Current 4,409 $ 5,760 16 $ 319 4,425 $ 6,079 95.7 % Less than 30 days 116 174 — — 116 174 2.7 30 days 22 38 1 23 23 61 1.0 60 days 7 11 — — 7 11 0.2 90+ days 10 14 1 12 11 26 0.4 4,564 $ 5,997 18 $ 354 4,582 $ 6,351 100.0 % December 31, 2019 Current 3,921 $ 5,462 12 $ 223 3,933 $ 5,685 93.8 % Less than 30 days 101 158 4 91 105 249 4.1 30 days 21 27 — — 21 27 0.4 60 days 9 12 2 64 11 76 1.3 90+ days 9 15 1 12 10 27 0.4 4,061 $ 5,674 19 $ 390 4,080 $ 6,064 100.0 % (a) As further described in Note 2, Sunlight places loans delinquent greater than 90 days on nonaccrual status. Such Loans had carrying values of $0.0 million and $0.0 million at December 31, 2020 and 2019, respectively. Sunlight does not consider the average carrying values and interest income recognized (including interest income recognized using a cash-basis method) material for the years ended December 31, 2020 and 2019. |
Summary of concentration of advances, by counterparty | At December 31, 2020 2019 State UPB % of Total UPB % of Total Texas $ 1,203 18.9 % $ 1,189 19.6 % California 1,111 17.5 1,153 19.0 Florida 555 8.7 520 8.6 New York 403 6.3 451 7.4 New Jersey 376 5.9 329 5.4 Arizona 312 4.9 297 4.9 Pennsylvania 274 4.3 292 4.8 South Carolina 234 3.7 235 3.9 Missouri 228 3.6 211 3.5 Massachusetts 223 3.5 184 3.0 Other (a) 1,432 22.7 1,203 19.9 $ 6,351 100.0 % $ 6,064 100.0 % (a) Sunlight only participates in residential solar loans originated within the United States, including 31 and 27 states not individually listed in the table above, none of which individually amount to more than 2.7% and 2.5% of the UPB at December 31, 2020 and 2019, respectively. |
Derivatives (Tables)
Derivatives (Tables) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020 | |
Derivative [Line Items] | |
Summary of derivative asset recorded at fair value | December 31, Balance Sheet Location 2020 2019 Contract derivative Other assets $ 1,435 $ — December 31, 2020 2019 Contract derivative (a) $ 59,770 $ — (a) Represents the carrying value of Loans for the purchase and installation of home improvements other than residential solar energy systems held by Sunlight’s Bank Partner. |
Summarizes income recorded in relation to derivatives | For the Year Ended December 31, 2020 2019 Change in fair value of contract derivative, net Contract derivative $ 1,435 $ — Realized gains on contract derivative, net Contract derivative 103 — |
Debt Obligations (Tables)
Debt Obligations (Tables) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |
Summary of debt | At December 31, 2020 2019 Outstanding Maximum Final Weighted Average Month Face Carrying Facility Stated Funding Life Carrying Issued Amount Value (a) Size (b) Maturity Cost (c) (Years) Value (a) Revolving credit facility (d) Nov 2017 $ 14,625 $ 14,625 $ 15,000 May 2021 6.4 % — $ 11,811 (a) Excludes $0.0 million and $0.2 million of unamortized deferred financing costs on a revolving credit facility, included in “Other Assets” in the accompanying Consolidated Balance Sheets, at December 31, 2020 and 2019, respectively. (b) The maximum facility size includes a $0.3 million standby letter of credit. (c) Includes unamortized deferred financing costs, as a percentage of the outstanding face amount. (d) In March 2016, Sunlight entered into a Loan and Security Agreement with its lender (“Lender”). In May 2019, Sunlight and Lender amended and restated the agreement to provide Sunlight a $15.0 million revolving credit facility. Borrowings under the facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Amounts borrowed under this facility are 100% recourse to Sunlight. |
Summary of activities related to the carrying value of debt obligations | Balance at December 31, 2018 $ 5,301 Borrowings 10,181 Repayments (3,671) Amortization of deferred financing costs (a) — Balance at December 31, 2019 11,811 Borrowings 8,713 Repayments (5,899) Amortization of deferred financing costs (a) — Balance at December 31, 2020 $ 14,625 (a) Excludes $0.1 million and $0.1 million amortization of deferred financing costs included in “Other Assets” in the accompanying Consolidated Balance Sheets for the years ended December 31, 2020 and 2019, respectively. Sunlight includes amortization of these costs within “Depreciation and Amortization” in the accompanying Consolidated Statements of Operations. |
Equity (Tables)
Equity (Tables) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020 | |
Class of Stock [Line Items] | |
Summary of activities related to interests in Sunlight's partnership equity units considered temporary equity | Class A ‑ 3 Class A ‑ 2 Class A ‑ 1 Month of Issuance Units Units Units Units at December 31, 2018 283,092 169,956 222,853 March 2019 10,122 6,077 7,968 June 2019 10,600 6,364 8,344 September 2019 11,104 6,666 8,741 December 2019 11,510 6,910 9,060 43,336 26,017 34,113 Units at December 31, 2019 326,428 195,973 256,966 March 2020 11,768 7,065 9,264 June 2020 12,193 7,320 9,598 September 2020 12,771 7,667 10,053 December 2020 13,235 7,947 10,421 49,967 29,999 39,336 Units at December 31, 2020 376,395 225,972 296,302 |
Summary of warrants | Exercise Price per Unit Weighted Underlying Unit Class Date of Issuance Minimum Maximum Average (a) Units A‑1 (b) Mar‑16 – May‑19 $ 78.09 $ 100.00 $ 83.58 2,393 A‑2 Feb‑18 297.99 455.52 360.29 12,491 (a) Aggregate amount payable to Sunlight upon exercise of warrant divided by underlying units deliverable to the warrant holder. (b) During the year ended December 31, 2019, Sunlight issued 1,793 Class A-1 warrants at an exercise price of $78.09 per Class A-1 Unit. |
Summary of equity-based compensation outstanding | Award Conditions Units (a) Threshold Equity Value (c) Award Class Service (b) (in millions) Class C LTIP Total Authorized C‑1 Units 4 years $ 29.7 52,484 9,098 61,582 62,285 C‑2 Units 4 years 87.0 8,878 9,015 17,893 19,440 C‑2AD Units (d) 4 years 87.0 4,739 4,785 9,524 10,380 C‑3 Units 5 years 165.0 82,700 26,068 108,768 150,000 C‑3AD Units (d) 5 years 165.0 85,602 22,094 107,696 155,853 234,403 71,060 305,463 397,958 (a) Net of fully vested awards. (b) Awards satisfy service-based award conditions ratably over the service period, starting on the one-year anniversary of the service inception date and monthly thereafter. Except for certain Class C-1 Unit and Class C-2 Unit awards, holders of Compensation Awards must also satisfy performance-based award conditions to vest in their award, which require Sunlight’s equity to exceed the respective Threshold Equity Value for such award. Sunlight expenses the grant-date fair value of certain Class C-1 Unit and Class C-2 Unit awards that do not require performance-based vesting requirements over the service vesting period as “Compensation and Benefits” in the accompanying Consolidated Statements of Operations using a “graded-vesting” method. During the year ended December 31, 2020, Sunlight expensed $0.0 million and $0.1 million for Class C Units and LTIP Units, respectively, and $0.1 million and $0.1 million for Class C Units and LTIP Units, respectively, during the year ended December 31, 2019. (c) Except for Class C-1 Units, the Threshold Equity Value increases in an amount equal to any equity capital raised after the date of each grant. (d) In addition to service- and performance-based award conditions, the vesting of Class C-2AD Unit and Class C-3AD Unit awards are contingent upon the PIK Vesting Requirement. At December 31, 2020, the following Class C Units and LTIP Units have not yet satisfied the PIK Vesting Requirement: |
Summary of units have not yet satisfied the PIK Vesting Requirement | Award Class Class C LTIP Total C‑2AD Units — 1,268 1,268 C‑3AD Units 48,701 13,731 62,432 48,701 14,999 63,700 |
Summary of activities related to Sunlight's equity-based compensation | Class C LTIP Per Unit Units Per Unit Units December 31, 2018 $ 11.10 77,097 $ 34.72 21,514 Issued 16.12 167,097 13.91 49,095 Converted to Class C‑1 Units 22.87 (3,846) 63.82 (1,791) Converted to Class C‑2 Units 11.12 (3,030) 11.12 (2,109) Forfeited — — 15.23 (2,663) December 31, 2019 14.45 237,318 19.54 64,046 Issued 23.62 1,205 23.62 14,678 Converted to Class C‑1 Units 20.11 (1,095) 40.19 (1,607) Converted to Class C‑2 Units 11.12 (3,025) 17.36 (3,613) Forfeited — — 18.61 (2,444) December 31, 2020 14.51 234,403 20.06 71,060 |
Summary of unrecognized compensation expense | Weighted Average Recognition Class C LTIP Vesting Condition Period Units Amount Units Amount Time-based service 0.7 yrs 1,694 $ 4 4,434 $ 32 Performance-based n.a. 141,848 1,922 30,429 749 Multiple (a) n.a. 90,861 1,459 36,197 593 234,403 $ 3,385 71,060 $ 1,374 (a) Includes awards where vesting contingent upon at least two conditions: time-based service, performance-based conditions, and the PIK Vesting Requirement. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 | |
Summary of significant assumptions used to value contract derivative | As of As of November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % | As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % | |
SUNLIGHT FINANCIAL LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | Principal Balance or Notional Carrying Fair Value Amount Value Level 1 Level 2 Level 3 Total December 31, 2020 Assets: Financing Receivables: Loan participations, held-for-investment $ 5,997 $ 5,029 $ — $ — $ 5,140 $ 5,140 Loans, held-for-investment 354 304 — — 310 310 Cash and cash equivalents 49,583 49,583 49,583 — — 49,583 Restricted cash 3,122 3,122 3,122 — — 3,122 Contract derivative 59,770 1,435 — — 1,435 1,435 Liabilities: Debt 14,625 14,625 — — 14,625 14,625 Warrants 4,700 5,643 — — 5,643 5,643 Guarantee obligation n.a. 839 — — 839 839 December 31, 2019 Assets: Financing Receivables: Loan participations, held-for-investment 5,674 4,796 — — 5,400 5,400 Loans, held-for-investment 390 334 — — 340 340 Cash and cash equivalents 47,341 47,341 47,341 — — 47,341 Restricted cash 4,315 4,315 4,315 — — 4,315 Liabilities: Debt 11,811 11,811 — — 11,811 11,811 Warrants 4,700 133 — — 133 133 Guarantee obligation n.a. 75 — — 75 75 | ||
Summary of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs | Assets Liabilities Contract Derivative Warrants Balance ‒ December 31, 2018 Transfers (a) $ — $ 19 Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income (b) Included in change in fair value of warrant liabilities — 114 Included in change in fair value of contract derivative, net — — Included in realized gains on contract derivative, net — — Payments, net — — Balance ‒ December 31, 2019 Transfers (a) — 133 Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income (b) Included in change in fair value of warrant liabilities — 5,510 Included in change in fair value of contract derivative, net 1,435 — Included in realized gains on contract derivative, net 103 — Payments, net (103) — Balance ‒ December 31, 2020 $ 1,435 $ 5,643 (a) Transfers are assumed to occur at the beginning of the respective period. (b) Changes in the fair value of liabilities shown as losses included in net income. | ||
Summary of significant assumptions used to value contract derivative | Weighted Average Life Discount Rate (Years) December 31, 2020 8.1 % 0.3 December 31, 2019 n.a. n.a. For the Year Ended December 31, Assumption 2020 2019 Cost of equity 22.5 % 32.5 % Volatility 46.0 % 42.0 % Tax rate 26.0 % 28.0 % Term 3.0 years 5.0 years |
Commitments and Contingencies_5
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUNLIGHT FINANCIAL LLC | |
Schedule of aggregate annual minimum future lease payments | At December 31, 2020, the approximate aggregate annual minimum future lease payments required on the operating leases are as follows: 2021 $ 1,099 2022 1,010 2023 680 2024 699 2025 335 Thereafter — $ 3,823 |
Organization and Business (Deta
Organization and Business (Details) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020item | |
Product Information [Line Items] | |
Number of distinct ways for origination of Loans by third-party lenders | 2 |
Participation interests to be purchased | 5.00% |
Indirect channel loans | |
Product Information [Line Items] | |
Participation interests to be purchased | 5.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Number of Operating Segments | segment | 1 | |
Number of Reportable Segments | segment | 1 | |
Participation Interests to be Purchased | 5.00% | |
Minimum Threshold Contractual Balance for Nonaccrual Loans to Evaluate Individually for Impairment | $ | $ 50,000 | $ 50,000 |
Minimum Threshold Contractual Balance for Troubled Debt Restructuring to Evaluate Individually for Impairment | $ | $ 50,000 | $ 50,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and cash equivalents at carrying value (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 16, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 140,205 | $ 715,580 | $ 0 | ||
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows | $ 140,205 | 715,580 | |||
SUNLIGHT FINANCIAL LLC | |||||
Cash and cash equivalents | 49,583,000 | $ 47,341,000 | |||
Restricted cash and cash equivalents | 3,122,000 | 4,315,000 | |||
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows | $ 52,705,000 | $ 51,656,000 | $ 33,237,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property plant and equipment (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 13,817 | $ 10,536 |
Accumulated amortization for capitalized internally developed software costs | (8,092) | (4,861) |
Property and equipment, net | 5,725 | 5,675 |
Capitalized internally developed software costs | 11,800 | 8,700 |
Accumulated amortization for capitalized internally developed software costs | 7,200 | 4,300 |
Total amortization and depreciation expense on property and equipment | 3,231 | 2,676 |
Amortized capitalized internally developed software cost | $ 2,900 | 2,400 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property and equipment, Gross | $ 555 | 555 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property and equipment, Gross | $ 868 | 639 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 11,973 | 8,921 |
Computer software | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 1 year | |
Computer software | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 421 | $ 421 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Finite lived intangible assets amortization expense (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 2,468 |
2022 | 1,518 |
2023 | 547 |
Aggregate annual amortization expense for capitalized internally developed software costs | $ 4,533 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Funding Commitments, Guarantees and Distributions Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUNLIGHT FINANCIAL LLC | |||
Funding commitments | $ 18,386 | $ 19,509 | |
Distributions payable | 7,522 | 1,987 | |
Realized Gains on Contract Derivative, Net | 103 | 0 | |
Declared distributions | $ 7,500 | $ 3,600 | |
Subsequent Event [Member] | SUNLIGHT FINANCIAL LLC | |||
Payment of tax on distributions | $ 6,800 | ||
Preferred class A-1 unit members' capital | |||
Accrued distributions per unit | $ 4.38 | ||
Preferred class A-1 unit members' capital | SUNLIGHT FINANCIAL LLC | |||
Distributions payable | $ 1,300 | ||
Preferred class A-2 unit members' capital | |||
Distributions payable | $ 1,200 | ||
Accrued distributions per unit | $ 5.33 | ||
Preferred class A -3 unit members' capital | |||
Distributions payable | $ 5,000 | ||
Preferred class A -3 unit members' capital | SUNLIGHT FINANCIAL LLC | |||
Accrued distributions per unit | $ 13.34 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue Recognition (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 69,564 | $ 53,184 |
Administrative services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from affiliates | 200 | 200 |
Sunlight's facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from affiliates | 2,300 | |
Platform fees, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 66,853 | 51,424 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,711 | $ 1,760 |
Financing Receivables (Details)
Financing Receivables (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)loan | Dec. 31, 2019USD ($)loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Undivided participation (as a percent) | 5.00% | 5.00% |
Amounts outstanding | $ 41,752 | $ 23,587 |
Unamortized discount | (893) | (838) |
Allowance for credit losses | (246) | (311) |
Carrying value | 40,613 | 22,438 |
Allowance for Credit Losses | ||
Balance at the beginning | 311 | 374 |
Provision for losses | 1,350 | 725 |
Realized losses | (1,415) | (788) |
Balance at the end | 246 | 311 |
Changes in Carrying Value | ||
Balance at the beginning | 22,438 | 3,679 |
Purchases, net(c) | 3,019 | |
Proceeds from principal repayments, net | (913) | |
Provision for credit losses | (1,350) | (725) |
Balance at the end | $ 40,613 | $ 22,438 |
Number of loans | loan | 1,007 | 1,838 |
Unpaid principal balance | $ 1,600 | $ 2,900 |
Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 35,401 | 17,523 |
Allowance for credit losses | (121) | (215) |
Carrying value | 35,280 | 17,308 |
Allowance for Credit Losses | ||
Balance at the beginning | 215 | 284 |
Provision for losses | (94) | (69) |
Balance at the end | 121 | 215 |
Changes in Carrying Value | ||
Balance at the beginning | 17,308 | |
Provision for credit losses | 94 | 69 |
Balance at the end | 35,280 | 17,308 |
Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 6,351 | 6,064 |
Unamortized discount | (893) | (838) |
Allowance for credit losses | (125) | (96) |
Carrying value | 5,333 | 5,130 |
Allowance for Credit Losses | ||
Balance at the beginning | 96 | 90 |
Provision for losses | 1,444 | 794 |
Realized losses | (1,415) | (788) |
Balance at the end | 125 | 96 |
Changes in Carrying Value | ||
Balance at the beginning | 5,130 | 3,679 |
Purchases, net(c) | 2,839 | 3,019 |
Proceeds from principal repayments, net | (1,316) | (913) |
Accretion of loan discount | 124 | 139 |
Provision for credit losses | (1,444) | (794) |
Balance at the end | $ 5,333 | $ 5,130 |
Number of loans | loan | 4,582 | 4,080 |
Indirect channel loans | ||
Changes in Carrying Value | ||
Number of loans | loan | 49 | 42 |
Unpaid principal balance | $ 1,200 | $ 700 |
Residential Solar Loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Undivided participation (as a percent) | 5.00% | 5.00% |
Changes in Carrying Value | ||
Unpaid principal balance | $ 6,000 | $ 5,700 |
Individually evaluated for impairment | 0 | 0 |
Residential Solar Loans | Indirect channel loans | ||
Changes in Carrying Value | ||
Unpaid principal balance | $ 400 | $ 400 |
Financing Receivables - Risk ra
Financing Receivables - Risk ratings (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($)item |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
UPB | $ 41,752 | $ 23,587 |
Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contractors | item | 141 | 86 |
UPB | $ 35,401 | $ 17,523 |
% of Amount Outstanding | 100.00% | 100.00% |
Low risk | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contractors | item | 78 | 50 |
UPB | $ 18,072 | $ 11,021 |
% of Amount Outstanding | 51.00% | 62.90% |
Average risk rating | 1.4 | 1.4 |
Low-to-medium risk | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contractors | item | 56 | 31 |
UPB | $ 16,700 | $ 5,803 |
% of Amount Outstanding | 47.20% | 33.10% |
Average risk rating | 1.5 | 1.5 |
Medium risk | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contractors | item | 4 | 4 |
UPB | $ 604 | $ 663 |
% of Amount Outstanding | 1.70% | 3.80% |
Higher risk | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contractors | item | 3 | 1 |
UPB | $ 25 | $ 36 |
% of Amount Outstanding | 0.10% | 0.20% |
Financing Receivables - Delinqu
Financing Receivables - Delinquencies (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Financing Receivable, Past Due [Line Items] | |||
Loss allowances | $ 246 | $ 311 | $ 374 |
Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | $ 35,401 | $ 17,523 | |
% of Amount Outstanding, Current | 82.30% | 89.60% | |
% of Amount Outstanding | 100.00% | 100.00% | |
Loss allowances | $ 121 | $ 215 | $ 284 |
Current | Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | 29,132 | 15,703 | |
Less than 30 days | Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | $ 3,137 | $ 1,228 | |
% of Amount Outstanding | 8.90% | 7.00% | |
30 days | Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | $ 1,424 | $ 268 | |
% of Amount Outstanding | 4.00% | 1.50% | |
60 days | Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | $ 672 | $ 64 | |
% of Amount Outstanding | 1.90% | 0.40% | |
90+ days | Advance. | |||
Financing Receivable, Past Due [Line Items] | |||
Total outstanding | $ 1,036 | $ 260 | |
% of Amount Outstanding | 2.90% | 1.50% |
Financing Receivables - Concent
Financing Receivables - Concentrations (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)Counterparty | Dec. 31, 2019USD ($)Counterparty | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 41,752 | $ 23,587 |
Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 35,401 | $ 17,523 |
Percentage of Finance Receivable Outstanding | 100.00% | 100.00% |
Counterparty Contractor 1 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 10,429 | $ 7,041 |
Percentage of Finance Receivable Outstanding | 29.50% | 40.20% |
Counterparty Contractor 2 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 6,425 | $ 2,548 |
Percentage of Finance Receivable Outstanding | 18.10% | 14.50% |
Counterparty Contractor 3 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 2,615 | $ 49 |
Percentage of Finance Receivable Outstanding | 7.40% | 0.30% |
Counterparty Contractor 4 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 1,812 | |
Percentage of Finance Receivable Outstanding | 5.10% | |
Counterparty Contractor 5 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 712 | $ 58 |
Percentage of Finance Receivable Outstanding | 2.00% | 0.30% |
Counterparty Contractor 6 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 644 | $ 46 |
Percentage of Finance Receivable Outstanding | 1.80% | 0.30% |
Counterparty Contractor 7 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 574 | $ 20 |
Percentage of Finance Receivable Outstanding | 1.60% | 0.10% |
Counterparty Contractor 8 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 545 | $ 351 |
Percentage of Finance Receivable Outstanding | 1.50% | 2.00% |
Counterparty Contractor 9 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 514 | $ 423 |
Percentage of Finance Receivable Outstanding | 1.50% | 2.40% |
Counterparty Contractor 10 | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 477 | |
Percentage of Finance Receivable Outstanding | 1.30% | |
Other Contractor | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 10,654 | $ 6,987 |
Percentage of Finance Receivable Outstanding | 30.20% | 39.90% |
Other Counterparty One | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 1,100 | |
Other Counterparty Two | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | 900 | |
Other Counterparty Three | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | 500 | |
Other Counterparty Four | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | 400 | |
Other Counterparty Five | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | 300 | |
Counterparties not individually listed | Advance. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing Receivable, before Allowance for Credit Loss and Fee | $ 100 | $ 100 |
Number of counterparties not individually listed | Counterparty | 131 | 76 |
Financing Receivables - Payment
Financing Receivables - Payment delinquency (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)loan | Dec. 31, 2019USD ($)loan | |
Financing Receivable, Past Due [Line Items] | ||
Undivided participation (as a percent) | 5.00% | 5.00% |
Number of loans | loan | 1,007 | 1,838 |
Loans on nonaccrual status | $ | $ 0 | $ 0 |
Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans, current | loan | 4,425 | 3,933 |
Number of loans | loan | 4,582 | 4,080 |
Total outstanding | $ | $ 6,351 | $ 6,064 |
% of Amount Outstanding, Current | 95.70% | 93.80% |
% of Amount Outstanding | 100.00% | 100.00% |
Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans, current | loan | 4,409 | 3,921 |
Number of loans | loan | 4,564 | 4,061 |
Total outstanding | $ | $ 5,997 | $ 5,674 |
Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans, current | loan | 16 | 12 |
Number of loans | loan | 18 | 19 |
Total outstanding | $ | $ 354 | $ 390 |
Current | Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Total outstanding | $ | 6,079 | 5,685 |
Current | Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Total outstanding | $ | 5,760 | 5,462 |
Current | Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Total outstanding | $ | $ 319 | $ 223 |
Less than 30 days | Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 116 | 105 |
Total outstanding | $ | $ 174 | $ 249 |
% of Amount Outstanding | 2.70% | 4.10% |
Less than 30 days | Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 116 | 101 |
Total outstanding | $ | $ 174 | $ 158 |
Less than 30 days | Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 4 | |
Total outstanding | $ | $ 91 | |
30 days | Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 23 | 21 |
Total outstanding | $ | $ 61 | $ 27 |
% of Amount Outstanding | 1.00% | 0.40% |
30 days | Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 22 | 21 |
Total outstanding | $ | $ 38 | $ 27 |
30 days | Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 1 | |
Total outstanding | $ | $ 23 | |
60 days | Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 7 | 11 |
Total outstanding | $ | $ 11 | $ 76 |
% of Amount Outstanding | 0.20% | 1.30% |
60 days | Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 7 | 9 |
Total outstanding | $ | $ 11 | $ 12 |
60 days | Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 2 | |
Total outstanding | $ | $ 64 | |
90+ days | Loans and Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 11 | 10 |
Total outstanding | $ | $ 26 | $ 27 |
% of Amount Outstanding | 0.40% | 0.40% |
90+ days | Loan Participations. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 10 | 9 |
Total outstanding | $ | $ 14 | $ 15 |
90+ days | Bank Partner Loans. | ||
Financing Receivable, Past Due [Line Items] | ||
Number of loans | loan | 1 | 1 |
Total outstanding | $ | $ 12 | $ 12 |
Financing Receivables - Conce_2
Financing Receivables - Concentration of advances, by counterparty (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)state | Dec. 31, 2019USD ($)state | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 41,752 | $ 23,587 |
Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 6,351 | $ 6,064 |
% of Amount Outstanding | 100.00% | 100.00% |
Texas | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 1,203 | $ 1,189 |
% of Amount Outstanding | 18.90% | 19.60% |
California | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 1,111 | $ 1,153 |
% of Amount Outstanding | 17.50% | 19.00% |
Florida | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 555 | $ 520 |
% of Amount Outstanding | 8.70% | 8.60% |
New York | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 403 | $ 451 |
% of Amount Outstanding | 6.30% | 7.40% |
New Jersey | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 376 | $ 329 |
% of Amount Outstanding | 5.90% | 5.40% |
Arizona | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 312 | $ 297 |
% of Amount Outstanding | 4.90% | 4.90% |
Pennsylvania | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 274 | $ 292 |
% of Amount Outstanding | 4.30% | 4.80% |
South Carolina | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 234 | $ 235 |
% of Amount Outstanding | 3.70% | 3.90% |
Missouri | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 228 | $ 211 |
% of Amount Outstanding | 3.60% | 3.50% |
Massachusetts | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 223 | $ 184 |
% of Amount Outstanding | 3.50% | 3.00% |
Other State | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 1,432 | $ 1,203 |
% of Amount Outstanding | 22.70% | 19.90% |
States not individually listed | Loans and Loan Participations | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of states not individually listed | state | 31 | 27 |
States not individually listed | Loans and Loan Participations | Maximum [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of Amount Outstanding | 2.70% | 2.50% |
Derivatives (Details)
Derivatives (Details) - Contract derivative. - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Notional amounts | $ 59,770 | $ 0 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset recorded at fair value | $ 1,435 | $ 0 |
Derivatives - Income recorded i
Derivatives - Income recorded in relation to derivatives (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of contract derivative, net | $ (1,435) | $ 0 |
Realized gains on contract derivatives, net | 103 | 0 |
Contract derivative. | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of contract derivative, net | 1,435 | 0 |
Realized gains on contract derivatives, net | $ 103 | $ 0 |
Debt Obligations - Debt (Detail
Debt Obligations - Debt (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | |||
Outstanding Face Amount | $ 14,625 | ||
Carrying Value | 14,625 | $ 11,811 | $ 5,301 |
Maximum Facility Size | $ 15,000 | ||
Weighted Average, Funding Cost | 6.40% |
Debt Obligations (Details)
Debt Obligations (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||
Maximum Facility Size | $ 15,000 | |
Recourse percentage of debt | 100.00% | |
Revolving credit facility | Other assets | ||
Line of Credit Facility [Line Items] | ||
Unamortized deferred financing costs | $ 0 | $ 200 |
Standby letter of credit | ||
Line of Credit Facility [Line Items] | ||
Maximum Facility Size | $ 300 |
Debt Obligations Carrying Value
Debt Obligations Carrying Value of Sunlight's Debt Obligations (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||
Balance at the beginning | $ 11,811 | $ 5,301 |
Borrowings | 8,713 | 10,181 |
Repayments | (5,899) | (3,671) |
Balance at the end | 14,625 | 11,811 |
Revolving credit facility | Depreciation and Amortization | ||
Line of Credit Facility [Line Items] | ||
Amortization of deferred financing costs | $ 100 | $ 100 |
Equity (Details)
Equity (Details) - SUNLIGHT FINANCIAL LLC - shares | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred class A-1 unit members' capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Balance (in shares) | 256,966 | 222,853 | 256,966 | 222,853 | ||||||
Units issued during the period | 10,421 | 10,053 | 9,598 | 9,264 | 9,060 | 8,741 | 8,344 | 7,968 | 39,336 | 34,113 |
Balance (in shares) | 296,302 | 256,966 | 296,302 | 256,966 | ||||||
Preferred class A-2 unit members' capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Balance (in shares) | 195,973 | 169,956 | 195,973 | 169,956 | ||||||
Units issued during the period | 7,947 | 7,667 | 7,320 | 7,065 | 6,910 | 6,666 | 6,364 | 6,077 | 29,999 | 26,017 |
Balance (in shares) | 225,972 | 195,973 | 225,972 | 195,973 | ||||||
Preferred class A-3 unit members' capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Balance (in shares) | 326,428 | 283,092 | 326,428 | 283,092 | ||||||
Units issued during the period | 13,235 | 12,771 | 12,193 | 11,768 | 11,510 | 11,104 | 10,600 | 10,122 | 49,967 | 43,336 |
Balance (in shares) | 376,395 | 326,428 | 376,395 | 326,428 |
Equity - Preferred units (Detai
Equity - Preferred units (Details) - SUNLIGHT FINANCIAL LLC | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Preferred class A -3 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | $ 24.06 |
Preferred class A-2 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | 15.22 |
Preferred class A-1 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | $ 12.50 |
Class A Units | |
Class of Stock [Line Items] | |
Preferred return (as a percent) | 14.50% |
Equity - Subordinated units (De
Equity - Subordinated units (Details) - Class B Units - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Number of units cancelled | 0 | 0 |
SUNLIGHT FINANCIAL LLC | ||
Class of Stock [Line Items] | ||
Number of units issued | 0 | 0 |
Number of units redeemed | 0 | 0 |
Equity - Warrants (Details)
Equity - Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | $ 1 | ||
Class A-1 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | $ 78.09 | ||
Number of warrants outstanding | 2,393 | ||
Number of warrants issued during the period | 1,793 | ||
Class A-2 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 12,491 | ||
Minimum [Member] | Class A-1 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | $ 78.09 | ||
Minimum [Member] | Class A-2 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | 297.99 | ||
Weighted Average | Class A-1 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | 83.58 | ||
Weighted Average | Class A-2 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | 360.29 | ||
Maximum [Member] | Class A-1 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | 100 | ||
Maximum [Member] | Class A-2 warrants | SUNLIGHT FINANCIAL LLC | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price per Unit | $ 455.52 |
Equity - Equity based compensat
Equity - Equity based compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period after which service period has started | 1 year | ||
SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 305,463 | ||
Units authorized | 397,958 | ||
Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 234,403 | 237,318 | 77,097 |
Compensation expense | $ 0 | $ 0.1 | |
Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 71,060 | 64,046 | 21,514 |
Compensation expense | $ 0.1 | $ 0.1 | |
C-1 Units | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service term ( in years) | 4 years | ||
Threshold Equity Value | $ 29.7 | ||
Units outstanding | 61,582 | ||
Units authorized | 62,285 | ||
C-1 Units | Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 52,484 | ||
C-1 Units | Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 9,098 | ||
C-2 Units | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service term ( in years) | 4 years | ||
Threshold Equity Value | $ 87 | ||
Units outstanding | 17,893 | ||
Units authorized | 19,440 | ||
C-2 Units | Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 8,878 | ||
C-2 Units | Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 9,015 | ||
C-2 AD Units | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service term ( in years) | 4 years | ||
Threshold Equity Value | $ 87 | ||
Units outstanding | 9,524 | ||
Units authorized | 10,380 | ||
C-2 AD Units | Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 4,739 | ||
C-2 AD Units | Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 4,785 | ||
C-3 Units | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service term ( in years) | 5 years | ||
Threshold Equity Value | $ 165 | ||
Units outstanding | 108,768 | ||
Units authorized | 150,000 | ||
C-3 Units | Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 82,700 | ||
C-3 Units | Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 26,068 | ||
C-3 AD Units | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service term ( in years) | 5 years | ||
Threshold Equity Value | $ 165 | ||
Units outstanding | 107,696 | ||
Units authorized | 155,853 | ||
C-3 AD Units | Class C | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 85,602 | ||
C-3 AD Units | Long Term Incentive Plan | SUNLIGHT FINANCIAL LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units outstanding | 22,094 |
Equity - Addition to service an
Equity - Addition to service and performance based award (Details) - SUNLIGHT FINANCIAL LLC | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 63,700 |
Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 14,999 |
Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 48,701 |
C-3 AD Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 62,432 |
C-3 AD Units | Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 13,731 |
C-3 AD Units | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 48,701 |
C-2 AD Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 1,268 |
C-2 AD Units | Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 1,268 |
Equity - Compensation unit acti
Equity - Compensation unit activities (Details) - SUNLIGHT FINANCIAL LLC - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Units | ||
Balance at the beginning | ||
Balance at the end | 305,463 | |
Class C | ||
Per Unit | ||
Balance at the beginning (in dollars per unit) | $ 14.45 | $ 11.10 |
Issued (in dollars per unit) | 23.62 | 16.12 |
Balance at the end (in dollars per unit) | $ 14.51 | $ 14.45 |
Units | ||
Balance at the beginning | 237,318 | 77,097 |
Issued | 1,205 | 167,097 |
Balance at the end | 234,403 | 237,318 |
Long Term Incentive Plan | ||
Per Unit | ||
Balance at the beginning (in dollars per unit) | $ 19.54 | $ 34.72 |
Issued (in dollars per unit) | 23.62 | 13.91 |
Forfeited (in dollars per unit) | 18.61 | 15.23 |
Balance at the end (in dollars per unit) | $ 20.06 | $ 19.54 |
Units | ||
Balance at the beginning | 64,046 | 21,514 |
Issued | 14,678 | 49,095 |
Forfeited | (2,444) | (2,663) |
Balance at the end | 71,060 | 64,046 |
C-1 Units | ||
Units | ||
Balance at the beginning | ||
Balance at the end | 61,582 | |
C-1 Units | Class C | ||
Per Unit | ||
Converted (in dollars per unit) | $ 20.11 | $ 22.87 |
Units | ||
Balance at the beginning | ||
Converted | (1,095) | (3,846) |
Balance at the end | 52,484 | |
C-1 Units | Long Term Incentive Plan | ||
Per Unit | ||
Converted (in dollars per unit) | $ 40.19 | $ 63.82 |
Units | ||
Balance at the beginning | ||
Converted | (1,607) | (1,791) |
Balance at the end | 9,098 | |
C-2 Units | ||
Units | ||
Balance at the beginning | ||
Balance at the end | 17,893 | |
C-2 Units | Class C | ||
Per Unit | ||
Converted (in dollars per unit) | $ 11.12 | $ 11.12 |
Units | ||
Balance at the beginning | ||
Converted | (3,025) | (3,030) |
Balance at the end | 8,878 | |
C-2 Units | Long Term Incentive Plan | ||
Per Unit | ||
Converted (in dollars per unit) | $ 17.36 | $ 11.12 |
Units | ||
Balance at the beginning | ||
Converted | (3,613) | (2,109) |
Balance at the end | 9,015 |
Equity - Unrecognized compensat
Equity - Unrecognized compensation expense (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 234,403 |
Unrecognized compensation expense, amount | $ | $ 3,385 |
Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 71,060 |
Unrecognized compensation expense, amount | $ | $ 1,374 |
Compensation expense Time-based services | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, weighted average recognition period | 8 months 12 days |
Compensation expense Time-based services | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 1,694 |
Unrecognized compensation expense, amount | $ | $ 4 |
Compensation expense Time-based services | Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 4,434 |
Unrecognized compensation expense, amount | $ | $ 32 |
Compensation expense Performance-based | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 141,848 |
Unrecognized compensation expense, amount | $ | $ 1,922 |
Compensation expense Performance-based | Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 30,429 |
Unrecognized compensation expense, amount | $ | $ 749 |
Compensation expense Multiple | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 90,861 |
Unrecognized compensation expense, amount | $ | $ 1,459 |
Compensation expense Multiple | Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, units | shares | 36,197 |
Unrecognized compensation expense, amount | $ | $ 593 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
SUNLIGHT FINANCIAL LLC | ||
Financing Receivables: | ||
Loan participations, held-for-investment | $ 5,140,000 | $ 5,400,000 |
Loans, held-for-investment | 310,000 | 340,000 |
Cash equivalents held in Trust Account | 49,583,000 | 47,341,000 |
Restricted cash | 3,122,000 | 4,315,000 |
Contract derivative | 1,435,000 | |
Liabilities: | ||
Debt | 14,625,000 | 11,811,000 |
Warrants | 5,643,000 | 133,000 |
Guarantee obligation | 839,000 | 75,000 |
Recurring | SUNLIGHT FINANCIAL LLC | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 5,997,000 | 5,674,000 |
Loans, held-for-investment | 354,000 | 390,000 |
Cash equivalents held in Trust Account | 49,583,000 | 47,341,000 |
Restricted cash | 3,122,000 | 4,315,000 |
Contract derivative | 59,770,000 | |
Liabilities: | ||
Debt | 14,625,000 | 11,811,000 |
Warrants | 4,700,000 | 4,700,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Financing Receivables: | ||
Cash equivalents held in Trust Account | 344,931,000 | |
Carrying Value | Recurring | SUNLIGHT FINANCIAL LLC | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 5,029,000 | 4,796,000 |
Loans, held-for-investment | 304,000 | 334,000 |
Cash equivalents held in Trust Account | 49,583,000 | 47,341,000 |
Restricted cash | 3,122,000 | 4,315,000 |
Contract derivative | 1,435,000 | |
Liabilities: | ||
Debt | 14,625,000 | 11,811,000 |
Warrants | 5,643,000 | 133,000 |
Guarantee obligation | 839,000 | 75,000 |
Fair Value | Fair Value, Inputs, Level 1 [Member] | Recurring | SUNLIGHT FINANCIAL LLC | ||
Financing Receivables: | ||
Cash equivalents held in Trust Account | 49,583,000 | 47,341,000 |
Restricted cash | 3,122,000 | 4,315,000 |
Fair Value | Fair Value, Inputs, Level 3 [Member] | Recurring | SUNLIGHT FINANCIAL LLC | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 5,140,000 | 5,400,000 |
Loans, held-for-investment | 310,000 | 340,000 |
Contract derivative | 1,435,000 | |
Liabilities: | ||
Debt | 14,625,000 | 11,811,000 |
Warrants | 5,643,000 | 133,000 |
Guarantee obligation | $ 839,000 | $ 75,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contract derivative. | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at the beginning | ||
Gains (losses) included in net income | ||
Included in change in fair value of contract derivative, net | $ 1,435 | |
Included in realized gains on contract derivative, net | 103 | |
Payments, net | (103) | |
Balance at the end | 1,435 | |
Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at the beginning | 133 | $ 19 |
Gains (losses) included in net income | ||
Included in change in fair value of warrant liabilities | 5,510 | 114 |
Balance at the end | $ 5,643 | $ 133 |
Fair Value Measurements - Contr
Fair Value Measurements - Contract derivative (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Reasonable estimated probability of the completed business combination (as a percent) | 60 | |
SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 0.3 | |
Discount Rate | SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 8.1 | |
Cost of equity | SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 22.5 | 32.5 |
Volatility | SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 46 | 42 |
Tax rate | SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 26 | 28 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contract Derivative Valuation | 3 | 5 |
Lack of marketability | SUNLIGHT FINANCIAL LLC | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Compensation Unit and Warrant Valuation | 15 |
Transactions with Affiliates _2
Transactions with Affiliates and Affiliated Entities (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Sep. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Due to affiliate | $ 0 | $ 55 | ||
FTV Management V, LLC ("FTV") | ||||
Related Party Transaction [Line Items] | ||||
Management fees per quarter | $ 50 | |||
Hudson SL Portfolio Holdings LLC ("HSPH") | Indirect channel loans | ||||
Related Party Transaction [Line Items] | ||||
Revenue from affiliates | 57,800 | |||
Tiger Infrastructure Partners | ||||
Related Party Transaction [Line Items] | ||||
Management fees per quarter | $ 50 | |||
Reimbursement of expenses | 0 | 100 | ||
Due to affiliate | 100 | |||
Solar Loan Management LLC | ||||
Related Party Transaction [Line Items] | ||||
Revenue from affiliates | $ 200 | $ 200 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - SUNLIGHT FINANCIAL LLC $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)loan | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | ||
Advance, Unfunded | $ 87,500 | |
Advances, gross | 35,400 | |
Funding commitments | $ 18,386 | $ 19,509 |
Number of loans repurchased and written off | loan | 49 | |
Loan repurchased and written off | $ 1,100 | |
Liability for loans repurchased | 800 | $ 100 |
Maximum potential amount of undiscounted future payments | $ 92,100 |
Commitments and Contingencies -
Commitments and Contingencies - annual minimum future lease payments - (Details) - SUNLIGHT FINANCIAL LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate annual minimum future lease payments | ||
2021 | $ 1,099 | |
2022 | 1,010 | |
2023 | 680 | |
2024 | 699 | |
2025 | 335 | |
Operating lease liability payments due | 3,823 | |
Total lease expense | $ 1,100 | $ 1,000 |
Recent Activities (Details)
Recent Activities (Details) - Subsequent Event [Member] - SUNLIGHT FINANCIAL LLC - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Feb. 28, 2021 | Jan. 31, 2021 | |
Subsequent Event [Line Items] | ||
Amount of Loan Purchased By Indirect Channel Loan Purchaser | $ 400 | |
Preferred class A -3 unit members' capital | ||
Subsequent Event [Line Items] | ||
Distribution amount | $ 4.5 | |
Distribution per share | $ 12 | |
Preferred class A-2 unit members' capital | ||
Subsequent Event [Line Items] | ||
Distribution amount | $ 1.1 | |
Distribution per share | $ 4.80 | |
Preferred class A-1 unit members' capital | ||
Subsequent Event [Line Items] | ||
Distribution amount | $ 1.2 | |
Distribution per share | $ 3.94 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 140,205 | $ 715,580 |
Total Assets | 346,562,390 | 347,610,494 |
Liabilities | ||
Warrants, at fair value | 42,283,500 | |
Total liabilities | 71,130,979 | 55,343,896 |
Commitments and Contingencies | ||
Temporary Equity | ||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 270,431,410 | 287,266,590 |
Members' Equity | ||
Accumulated deficit | (34,666,501) | (17,831,314) |
Total Liabilities and Stockholders' Equity | 346,562,390 | 347,610,494 |
Sunlight | ||
Assets | ||
Cash and cash equivalents | 62,521,000 | 49,583,000 |
Restricted cash | 3,861,000 | 3,122,000 |
Advances (net of allowance for credit losses of $211 and $121) | 40,768,000 | 35,280,000 |
Financing receivables (net of allowance for credit losses of $111 and $125) | 4,707,000 | 5,333,000 |
Property and equipment, net | 5,693,000 | 5,725,000 |
Due from Affiliates | 1,839,000 | |
Other assets | 4,340,000 | 7,030,000 |
Total Assets | 123,729,000 | 106,073,000 |
Liabilities | ||
Accounts payable and accrued expenses | 18,873,000 | 15,782,000 |
Funding commitments | 22,164,000 | 18,386,000 |
Debt | 20,613,000 | 14,625,000 |
Distributions payable | 7,522,000 | |
Due to affiliate | 761,000 | |
Warrants, at fair value | 9,708,000 | 5,643,000 |
Other liabilities | 1,076,000 | 1,502,000 |
Total liabilities | 73,195,000 | 63,460,000 |
Members' Equity | ||
Other ownership interests' capital | 1,457,000 | 1,439,000 |
Accumulated deficit | (850,611,000) | (623,342,000) |
Total members' equity | (849,154,000) | (621,903,000) |
Total Liabilities and Stockholders' Equity | 123,729,000 | 106,073,000 |
Preferred class A -3 unit members' capital | ||
Liabilities | ||
Distributions payable | 5,000,000 | |
Preferred class A -3 unit members' capital | Sunlight | ||
Temporary Equity | ||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 338,620,000 | 260,428,000 |
Preferred class A-2 unit members' capital | ||
Liabilities | ||
Distributions payable | 1,200,000 | |
Preferred class A-2 unit members' capital | Sunlight | ||
Temporary Equity | ||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 213,218,000 | 154,286,000 |
Preferred class A-1 unit members' capital | Sunlight | ||
Temporary Equity | ||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 279,554,000 | 202,045,000 |
Common unit members' capital | Sunlight | ||
Temporary Equity | ||
Class A common stock, $0.0001 par value; 27,043,141 and 28,726,659 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | $ 68,296,000 | $ 47,757,000 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Sunlight - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Advances | ||
Allowance for credit losses | $ 211 | $ 121 |
Loans and Loan Participation | ||
Allowance for credit losses | $ 111 | $ 125 |
Preferred class A -3 unit members' capital | ||
Temporary Equity, authorized | 403,946 | 376,395 |
Class A common stock subject to possible redemption (in Shares) | 403,946 | 376,395 |
Common stock subject to possible redemption shares | 403,946 | 376,395 |
Preferred class A-2 unit members' capital | ||
Temporary Equity, authorized | 242,512 | 225,972 |
Class A common stock subject to possible redemption (in Shares) | 242,512 | 225,972 |
Common stock subject to possible redemption shares | 242,512 | 225,972 |
Preferred class A-1 unit members' capital | ||
Temporary Equity, authorized | 317,989 | 296,302 |
Class A common stock subject to possible redemption (in Shares) | 317,989 | 296,302 |
Common stock subject to possible redemption shares | 317,989 | 296,302 |
Common unit members' capital | ||
Temporary Equity, authorized | 78,717 | 78,717 |
Class A common stock subject to possible redemption (in Shares) | 78,717 | 78,717 |
Common stock subject to possible redemption shares | 78,717 | 78,717 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Costs and Expenses. | ||||
Loss from operations | $ (2,615,915) | $ (7,742,249) | ||
Other Income (Expense), Net | ||||
Interest income | 5,562 | 74,562 | ||
Change in fair value of warrant liabilities | 1,012,500 | (9,160,500) | ||
Net loss | (1,603,126) | (16,835,187) | ||
Sunlight | ||||
Revenue | 26,203,000 | $ 10,199,000 | 50,990,000 | $ 23,272,000 |
Costs and Expenses. | ||||
Cost of revenues (exclusive of items shown separately below) | 5,337,000 | 2,300,000 | 10,191,000 | 5,247,000 |
Compensation and benefits | 8,108,000 | 6,273,000 | 16,120,000 | 12,723,000 |
Selling, general, and administrative | 1,204,000 | 542,000 | 3,120,000 | 1,822,000 |
Property and technology | 1,420,000 | 1,065,000 | 2,628,000 | 2,048,000 |
Depreciation and amortization | 801,000 | 815,000 | 1,610,000 | 1,618,000 |
Provision for losses | 436,000 | 354,000 | 1,172,000 | 478,000 |
Management fees to affiliate | 100,000 | 100,000 | 200,000 | 200,000 |
Costs and Expenses | 17,406,000 | 11,449,000 | 35,041,000 | 24,136,000 |
Loss from operations | 8,797,000 | (1,250,000) | 15,949,000 | (864,000) |
Other Income (Expense), Net | ||||
Interest income | 112,000 | 119,000 | 253,000 | 276,000 |
Interest expense | (317,000) | (169,000) | (572,000) | (328,000) |
Change in fair value of warrant liabilities | (1,451,000) | (13,000) | (4,065,000) | 29,000 |
Change in fair value of contract derivatives, net | 69,000 | 184,000 | (787,000) | 455,000 |
Realized gains on contract derivatives, net | 719,000 | 89,000 | 2,986,000 | 121,000 |
Other income (expense) | 209,000 | (114,000) | 621,000 | (390,000) |
Business combination expenses | (2,895,000) | (6,482,000) | ||
Nonoperating Income (Expense) | (3,554,000) | 96,000 | (8,046,000) | 163,000 |
Net loss | $ 5,243,000 | $ (1,154,000) | $ 7,903,000 | $ (701,000) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common unit members' capitalSunlight | Class A-1 UnitsSunlight | Class A-2 UnitsSunlight | Class A-3 UnitsSunlight | Other Ownership InterestsSunlight | Accumulated DeficitSunlight | Sunlight | Total |
Balance (in shares) at Dec. 31, 2019 | 78,717 | 256,966 | 195,973 | 326,428 | ||||
Ending balance at Dec. 31, 2019 | $ 3,362,000 | $ 27,042,000 | $ 21,867,000 | $ 76,519,000 | ||||
Equity at the end (in shares) at Dec. 31, 2019 | 43,765 | |||||||
Equity at the end at Dec. 31, 2019 | $ 1,313,000 | $ (90,718,000) | $ (89,405,000) | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Change in temporary equity redemption value | $ (8,460,000) | $ (12,501,000) | $ (9,440,000) | $ (7,033,000) | ||||
Balance (in shares) at Mar. 31, 2020 | 78,717 | 266,230 | 203,038 | 338,196 | ||||
Ending balance at Mar. 31, 2020 | $ 2,195,000 | $ 18,556,000 | $ 15,096,000 | $ 74,350,000 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Change in temporary equity redemption value | (37,434,000) | (37,434,000) | ||||||
Equity-based compensation (in shares) | 1,594 | |||||||
Equity at the end (in shares) at Mar. 31, 2020 | 47,376 | |||||||
Equity at the end at Mar. 31, 2020 | $ 1,390,000 | (71,672,000) | (70,282,000) | |||||
Beginning balance at Dec. 31, 2019 | $ 3,362,000 | $ 27,042,000 | $ 21,867,000 | $ 76,519,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 78,717 | 256,966 | 195,973 | 326,428 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | $ 1,338,000 | $ 1,086,000 | $ 4,715,000 | |||||
Preferred distributions, paid in-kind (in shares) | 18,862 | 14,385 | 23,961 | |||||
Change in temporary equity redemption value | $ (977,000) | $ (8,496,000) | $ (6,815,000) | $ (5,737,000) | (22,025,000) | |||
Balance (in shares) at Jun. 30, 2020 | 78,717 | 275,828 | 210,358 | 350,389 | ||||
Ending balance at Jun. 30, 2020 | $ 2,385,000 | $ 19,884,000 | $ 16,138,000 | $ 75,497,000 | ||||
Equity at the beginning at Dec. 31, 2019 | $ 1,313,000 | (90,718,000) | (89,405,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2019 | 43,765 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | (7,139,000) | (7,139,000) | ||||||
Change in temporary equity redemption value | 22,025,000 | 22,025,000 | ||||||
Equity-based compensation | $ 97,000 | 97,000 | ||||||
Equity-based compensation (in shares) | 5,787,000 | |||||||
Net loss | (701,000) | (701,000) | ||||||
Equity at the end (in shares) at Jun. 30, 2020 | 49,552 | |||||||
Equity at the end at Jun. 30, 2020 | $ 1,410,000 | (76,533,000) | (75,123,000) | |||||
Beginning balance at Dec. 31, 2019 | $ 3,362,000 | $ 27,042,000 | $ 21,867,000 | $ 76,519,000 | ||||
Balance (in shares) at Dec. 31, 2019 | 78,717 | 256,966 | 195,973 | 326,428 | ||||
Balance (in shares) at Dec. 31, 2020 | 78,717 | 296,302 | 225,972 | 376,395 | ||||
Ending balance at Dec. 31, 2020 | $ 47,757,000 | $ 202,045,000 | $ 154,286,000 | $ 260,428,000 | $ 287,266,590 | |||
Equity at the beginning at Dec. 31, 2019 | $ 1,313,000 | (90,718,000) | (89,405,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2019 | 43,765 | |||||||
Equity at the end (in shares) at Dec. 31, 2020 | 53,105 | |||||||
Equity at the end at Dec. 31, 2020 | $ 1,439,000 | (623,342,000) | (621,903,000) | |||||
Beginning balance at Mar. 31, 2020 | $ 2,195,000 | $ 18,556,000 | $ 15,096,000 | $ 74,350,000 | ||||
Balance (in shares) at Mar. 31, 2020 | 78,717 | 266,230 | 203,038 | 338,196 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | $ 692,000 | $ 561,000 | $ 2,397,000 | |||||
Preferred distributions, paid in-kind (in shares) | 9,598 | 7,320 | 12,193 | |||||
Balance (in shares) at Jun. 30, 2020 | 78,717 | 275,828 | 210,358 | 350,389 | ||||
Ending balance at Jun. 30, 2020 | $ 2,385,000 | $ 19,884,000 | $ 16,138,000 | $ 75,497,000 | ||||
Equity at the beginning at Mar. 31, 2020 | $ 1,390,000 | (71,672,000) | (70,282,000) | |||||
Equity at the beginning (in shares) at Mar. 31, 2020 | 47,376 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | (3,650,000) | (3,650,000) | ||||||
Equity-based compensation | $ 20,000 | (20,000) | ||||||
Equity-based compensation (in shares) | 2,176,000 | |||||||
Net loss | (1,154,000) | (1,154,000) | ||||||
Equity at the end (in shares) at Jun. 30, 2020 | 49,552 | |||||||
Equity at the end at Jun. 30, 2020 | $ 1,410,000 | (76,533,000) | (75,123,000) | |||||
Beginning balance at Dec. 31, 2020 | $ 47,757,000 | $ 202,045,000 | $ 154,286,000 | $ 260,428,000 | 287,266,590 | |||
Balance (in shares) at Dec. 31, 2020 | 78,717 | 296,302 | 225,972 | 376,395 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Change in temporary equity redemption value | $ 190,000 | $ 636,000 | $ 481,000 | $ (1,250,000) | ||||
Balance (in shares) at Mar. 31, 2021 | 78,717 | 306,895 | 234,051 | 389,852 | ||||
Ending balance at Mar. 31, 2021 | $ 59,836,000 | $ 257,301,000 | $ 196,340,000 | $ 319,772,000 | ||||
Equity at the beginning at Dec. 31, 2020 | $ 1,439,000 | (623,342,000) | (621,903,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2020 | 53,105 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Change in temporary equity redemption value | (57,000) | 57,000 | ||||||
Equity at the end (in shares) at Mar. 31, 2021 | 54,867 | |||||||
Equity at the end at Mar. 31, 2021 | $ 1,450,000 | (789,415,000) | (787,965,000) | |||||
Beginning balance at Dec. 31, 2020 | $ 47,757,000 | $ 202,045,000 | $ 154,286,000 | $ 260,428,000 | 287,266,590 | |||
Balance (in shares) at Dec. 31, 2020 | 78,717 | 296,302 | 225,972 | 376,395 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | $ 18,634,000 | $ 14,216,000 | $ 22,852,000 | |||||
Preferred distributions, paid in-kind (in shares) | 21,687 | 16,540 | 27,551 | |||||
Change in temporary equity redemption value | $ 20,539,000 | $ 58,875,000 | $ 44,716,000 | $ 55,340,000 | 179,470,000 | |||
Balance (in shares) at Jun. 30, 2021 | 78,717 | 317,989 | 242,512 | 403,946 | ||||
Ending balance at Jun. 30, 2021 | $ 68,296,000 | $ 279,554,000 | $ 213,218,000 | $ 338,620,000 | 270,431,410 | |||
Equity at the beginning at Dec. 31, 2020 | $ 1,439,000 | (623,342,000) | (621,903,000) | |||||
Equity at the beginning (in shares) at Dec. 31, 2020 | 53,105 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | (55,702,000) | (55,702,000) | ||||||
Change in temporary equity redemption value | (179,470,000) | (179,470,000) | ||||||
Equity-based compensation | $ 18,000 | 18,000 | ||||||
Equity-based compensation (in shares) | 3,356 | |||||||
Net loss | 7,903,000 | 7,903,000 | (16,835,187) | |||||
Equity at the end (in shares) at Jun. 30, 2021 | 56,461 | |||||||
Equity at the end at Jun. 30, 2021 | $ 1,457,000 | (850,611,000) | (849,154,000) | |||||
Beginning balance at Mar. 31, 2021 | $ 59,836,000 | $ 257,301,000 | $ 196,340,000 | $ 319,772,000 | ||||
Balance (in shares) at Mar. 31, 2021 | 78,717 | 306,895 | 234,051 | 389,852 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | $ 9,752,000 | $ 7,438,000 | $ 11,815,000 | |||||
Preferred distributions, paid in-kind (in shares) | 11,094 | 8,461 | 14,094 | |||||
Balance (in shares) at Jun. 30, 2021 | 78,717 | 317,989 | 242,512 | 403,946 | ||||
Ending balance at Jun. 30, 2021 | $ 68,296,000 | $ 279,554,000 | $ 213,218,000 | $ 338,620,000 | 270,431,410 | |||
Equity at the beginning at Mar. 31, 2021 | $ 1,450,000 | (789,415,000) | (787,965,000) | |||||
Equity at the beginning (in shares) at Mar. 31, 2021 | 54,867 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Preferred distributions, paid in-kind | (29,005,000) | (29,005,000) | ||||||
Equity-based compensation | $ 7,000 | (7,000) | ||||||
Net loss | 5,243,000 | 5,243,000 | $ (1,603,126) | |||||
Equity at the end (in shares) at Jun. 30, 2021 | 56,461 | |||||||
Equity at the end at Jun. 30, 2021 | $ 1,457,000 | $ (850,611,000) | $ (849,154,000) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ (1,603,126) | ||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of warrant liabilities | (1,012,500) | $ 9,160,500 | |
Increase (decrease) in operating capital: | |||
Increase in accounts payable and accrued expenses | 4,847,956 | ||
Net cash used in operating activities | (612,860) | ||
Cash Flows From Investing Activities | |||
Net cash provided by investing activities | 37,485 | ||
Cash Flows From Financing Activities | |||
Cash and cash equivalents - beginning of the period | 715,580 | ||
Cash and cash equivalents - end of the period | 140,205 | 140,205 | |
Sunlight | |||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | 7,903,000 | $ (701,000) | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 1,698,000 | 1,677,000 | |
Provision for losses | 436,000 | 1,172,000 | 478,000 |
Change in fair value of warrant liabilities | 1,451,000 | 4,065,000 | (29,000) |
Change in fair value of contract derivatives, net | (69,000) | 787,000 | (455,000) |
Other expense (income) | (209,000) | (621,000) | 390,000 |
Unit-based payment arrangements | 18,000 | 97,000 | |
Increase (decrease) in operating capital: | |||
Increase in advances | (5,673,000) | (3,964,000) | |
Increase in due from affiliates | (1,839,000) | ||
Decrease (increase) in other assets | 2,190,000 | (364,000) | |
Increase in accounts payable and accrued expenses | 2,664,000 | 147,000 | |
Increase (decrease) in funding commitments | 3,779,000 | (7,487,000) | |
Increase in due to affiliates | 761,000 | ||
Increase (decrease) in other liabilities | 202,000 | (6,000) | |
Net cash used in operating activities | 17,106,000 | (10,217,000) | |
Cash Flows From Investing Activities | |||
Return of investments in loan pool participation and loan principal repayments | 832,000 | 625,000 | |
Payments to acquire loans and participations in loan pools | (1,170,000) | (1,487,000) | |
Payments to acquire property and equipment | (1,066,000) | (1,614,000) | |
Net cash provided by investing activities | (1,404,000) | (2,476,000) | |
Cash Flows From Financing Activities | |||
Proceeds from borrowings under line of credit | 20,746,000 | 5,064,000 | |
Repayments of borrowings under line of credit | (14,758,000) | (5,898,000) | |
Payment of capital distributions | (7,522,000) | (1,987,000) | |
Payment of debt issuance costs | (491,000) | ||
Net cash provided by financing activities | (2,025,000) | (2,821,000) | |
Net change in cash | 13,677,000 | (15,514,000) | |
Cash and cash equivalents - beginning of the period | 52,705,000 | 51,656,000 | |
Cash and cash equivalents - end of the period | $ 66,382,000 | 66,382,000 | 36,142,000 |
Supplemental Cash flow Information | |||
Cash paid during the period for interest | 537,000 | 278,000 | |
Noncash Investing and Financing Activities | |||
Preferred dividends, paid in-kind | 55,702,000 | 7,139,000 | |
Change in temporary equity redemption value | $ 179,470,000 | $ (22,025,000) |
Organization and Business_2
Organization and Business | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Organization and Business | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriter’s exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 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 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 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 subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of such net 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Proposed Business Combination On January 23, 2021, we entered into a business combination agreement (the “Business Combination Agreement”) with SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of the Company (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). Subject to the satisfaction or waiver of the conditions to closing of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Transactions will effect a business combination between us and Sunlight. Following the closing of the Transactions (the “Closing”), the combined company will be organized in an “Up-C” structure, meaning that all of the material assets of the combined company will be held by Sunlight, and Spartan’s only material assets will be its equity interests in Sunlight. The Boards of Directors of each of the Company (acting following consultation with a duly formed transaction committee) and Sunlight have unanimously approved the Transaction. The Transaction will require the approval of the stockholders of the Company and equity holders of Sunlight, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The transaction is expected to close in the second quarter of 2021. Sunlight Support Agreement In connection with the entry into the Business Combination Agreement, on January 23, 2021, certain members of Sunlight whose approval is sufficient to approve and adopt the Business Combination Agreement and the Transactions on behalf of Sunlight’s members (the “Requisite Sunlight Members”), entered into a support agreement, pursuant to which, among other things, the Requisite Sunlight Members agreed to execute and deliver a written consent approving the Business Combination Agreement and the Transactions within two business days after the effectiveness of the Registration Statement and to vote in favor of the approval and adoption of the Business Combination Agreement and the Transactions. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the closing of the Transactions, we and our initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by us. Amendment to Letter Agreement In connection with the execution of the Business Combination Agreement, on January 23, 2021, the Company, the Sponsor and certain other members of our board of directors and/or management team (the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement (the “Existing Letter Agreement”) dated as of November 24, 2020, by and among the Company, our Sponsor and the Insiders, pursuant to which the Sponsor and each Insider will agree, effective as of the closing and subject to certain exceptions, to modify the lock-up restrictions set forth in the Existing Letter Agreement as follows: (i) 80% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination (as defined in the Existing Letter Agreement)) held by it, him or her will be restricted from Transfer (as defined in the Letter Agreement Amendment) until the one-year anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 150 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property; and (ii) 20% of the Class B common stock (including any shares of Class A common stock issued in respect of the conversion of such Class B common stock upon the consummation of a Business Combination) held by it, him or her will be restricted from Transfer until the six-month anniversary of the date of the consummation of a Business Combination, or earlier if, subsequent to the consummation of a Business Combination, (a) the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period ending at least 90 days after the consummation of a Business Combination or (b) the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common A Common Stock and Class B common stock for cash, securities or other property. Subscription Agreements In connection with the execution of the Business Combination Agreement, on January 23, 2021, we entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and we agreed to sell to the Subscribers, an aggregate of 25,000,000 shares of Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, in a private placement (the “PIPE”). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the closing. Pursuant to the Subscription Agreements, we agreed that, within 30 calendar days after the consummation of the Transactions, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and we will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. Refer to the Company’s current report on Form 8-K, filed with the SEC on January 25, 2021, for more information. Liquidity and Going Concern The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $716,000 in its operating bank account, approximately $9,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $1.6 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Through December 31, 2020, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 5), the loan under the Note of approximately $235,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. | Note 1 — Description of Organization and Business Operations Spartan Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from August 17, 2020 (inception) to June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering (as described below), the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company’s sponsor is Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on November 24, 2020. On November 30, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of its over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 9,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (the “Trust Account”) (described below). Trust Account The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or November 30, 2022 (or 27 months from the closing of the Initial Public Offering, or February 28, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination On July 9, 2021 (the “Closing Date”), Sunlight Financial Holdings Inc., a Delaware corporation (formerly known as Spartan Acquisition Corp. II), consummated the previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated January 23, 2021, by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly-owned subsidiary of Spartan Sub (“OpCo Merger Sub” and collectively with MergerCo1, MergerCo2, Holdings I, Holdings II and Spartan Sub, the “Spartan Subsidiaries”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”), and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company (“Tiger Blocker,” and collectively with FTV Blocker, the “Blockers”). The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “Business Combination.” Upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions,” and such completion, the “Closing”), the post-combination company is organized in an “Up-C” structure, such that all of the material assets of the combined company are held by Sunlight, and the only material asset of the Company (together with its wholly-owned subsidiaries, Spartan Sub, Holdings I and Holdings II) is its indirect equity interests in Sunlight. Founders Stock Agreement In connection with the entry into the Business Combination Agreement, but effective as of the Closing of the Transactions, the Company and the initial stockholders entered into a Founders Stock Agreement (the “Founders Stock Agreement”), pursuant to which, among other things, subject to and effective immediately prior to the Closing of the Transactions, the Sponsor agreed to surrender up to 25% of the Class B common stock held by the Sponsor (at a 1:4 ratio to the percentage, if any, of redemptions by holders of Class A common stock); provided that no such surrender shall occur unless more than 5% of the outstanding shares of Class A common stock are actually redeemed by the Company. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $140,000 in its operating bank account and a working capital deficit of approximately $6.0 million. Through June 30, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (see Note 4) of approximately $235,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the execution of the Business Combination Agreement, on January 23, 2021, Spartan entered into the Subscription Agreements with the New PIPE Investors (as defined in the Proxy Statement) pursuant to which the New PIPE Investors agreed to purchase, and Spartan agreed to sell to the New PIPE Investors, an aggregate of 25,000,000 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $250.0 million, in a private placement (the “PIPE Financing”). Upon closing of the Business Combination, the Company retained $50 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of Sunlight. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. |
Sunlight | ||
Organization and Business | Note 1. Organization and Business Sunlight Financial LLC (the “Company” or, together with its consolidated subsidiary, “Sunlight”) operates a technology-enabled financial services platform within the United States of America, using a nationwide network of contractors at the point-of-sale, to offer homeowners secured and unsecured loans (“Loans”), originated by third-party lenders, for the purchase and installation of residential solar energy systems and other home improvements. Sunlight was formed as a limited liability company on January 23, 2014 and began operations on September 11, 2015. Business Direct Channel Loans Indirect Channel Loans — Business Combination |
Summary of Significant Accou_10
Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. 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 auditor 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $79,000 in cash equivalents held in the Trust Account as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of costs incurred in connection with the preparation for 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. On November 30, 2020, offering costs totaled approximately $19.7 million (inclusive of approximately $12.1 million in deferred underwriting commissions), of which $1 million was charged to expense and $18.7 million was charged to stockholders’ equity. 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 FASB 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, as of December 31, 2020, 28,726,659 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 27,150,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock is calculated by dividing the net gain from investments held in the Trust Account of approximately $10,000, net of applicable franchise taxes of approximately $10,000 for the period from August 17, 2020 (inception) through December 31, 2020, by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from August 17, 2020 (inception) through December 31, 2020 is calculated by dividing general and administration expenses of approximately $688,000, approximately $16.2 million loss from changes in fair value of derivative warrant liabilities, approximately $1.0 million of financing costs associated with derivative warrant liabilities, and franchise taxes of approximately $11,000, resulting in a net loss of approximately $17.8 million, by the weighted average number of Class B common stock outstanding for the period. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 Securities Exchange Act of 1934, as amended) 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 unaudited condensed consolidated 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. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The balance of the Company’s operating cash account is swept into cash equivalents on a nightly basis. Additionally, the Company had approximately $345,047,000 in cash equivalents held in the Trust Account as of June 30, 2021. 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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: ● ● ● 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 June 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“FASB ASC 480”) Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 27,043,141 and 28,726,659 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. Net Income (Loss) Per Share of Common Stock The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares, as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the For the Three Months Ended Six Months Ended June 30, June 30, 2021 2021 Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 5,562 $ 74,562 Less: Company’s portion available to be withdrawn to pay taxes (5,562) (74,562) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 34,500,000 34,500,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Class B common stock Numerator: Net income (loss) minus net income allocable to Class A common stock Net (loss) $ (1,603,126) $ (16,835,187) Net income allocable to Class A common stock — — Net (loss) attributable $ (1,603,126) $ (16,835,187) Denominator: weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 8,625,000 8,625,000 Basic and diluted net loss per share, Class B common stock $ (0.19) $ (1.95) Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Sunlight | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation Certain information and footnote disclosures normally included in financial statements prepared under GAAP may be condensed or omitted for interim financial reporting, and the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with Sunlight’s consolidated financial statements for the year ended December 31, 2020 and footnotes thereto included in Spartan’s registration statement on Form S-4 filed with the Securities and Exchange Commission on March 22, 2021. Capitalized terms used herein, and not otherwise defined, are defined in Sunlight’s consolidated financial statements for the year ended December 31, 2020. Consolidation Segments reportable Risks and Uncertainties Use of Estimates Fair Value Level Measurement 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2 Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. 3 Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Sunlight follows this hierarchy for its financial instruments, with classifications based on the lowest level of input that is significant to the fair value measurement. The following summarizes Sunlight’s financial instruments hierarchy at June 30, 2021: Level Financial Instrument Measurement 1 Cash and cash equivalents and restricted cash Estimates of fair value are measured using observable, quoted market prices, or Level 1 inputs 3 Loans and loan participations, held-for-investment Estimated fair value is generally determined by discounting the expected future cash flows using inputs such as discount rates. Contract derivative Estimated fair value based upon discounted expected future cash flows arising from the contract. Warrants Estimated fair value based upon quarterly valuation estimates of Sunlight’s equity, based upon fair value inputs provided by an independent valuation firm applied to Sunlight’s capital structure. Valuation Process — On a quarterly basis, with assistance from an independent valuation firm, management estimates the fair value of Sunlight’s Level 3 financial instruments. Sunlight’s determination of fair value is based upon the best information available for a given circumstance and may incorporate assumptions that are management’s best estimates after consideration of a variety of internal and external factors. When an independent valuation firm expresses an opinion on the fair value of a financial instrument in the form of a range, management selects a value within the range provided by the independent valuation firm to assess the reasonableness of management’s estimated fair value for that financial instrument. At June 30, 2021, Sunlight’s valuation process for Level 3 measurements, as described below, were conducted internally or by an independent valuation firm and reviewed by management. Valuation of Loans and Loan Participations Valuation of Contract Derivative Valuation of Warrants Other Valuation Matters See Note 7 for additional information regarding the valuation of Sunlight’s financial assets and liabilities. Sales of Financial Assets and Financing Agreements Balance Sheet Measurement Cash and Cash Equivalents and Restricted Cash — Cash and cash equivalents consist of bank checking accounts and money market accounts. Sunlight considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Sunlight maintains cash in restricted accounts pursuant to various lending agreements and considers other cash amounts restricted under certain agreements with other counterparties. Substantially all amounts on deposit with major financial institutions exceed insured limits. Cash and cash equivalents and restricted cash are carried at cost, which approximates fair value. Sunlight reported cash and cash equivalents and restricted cash in the following line items of its Condensed Consolidated Balance Sheets, which totals the aggregate amount presented in Sunlight’s Condensed Consolidated Statements of Cash Flows: June 30, December 31, 2021 2020 Cash and cash equivalents $ 62,521 $ 49,583 Restricted cash and cash equivalents 3,861 3,122 Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows $ 66,382 $ 52,705 Financing Receivables Advances Loans and Loan Participations — Sunlight recognizes Indirect Channel Loans purchased from Sunlight’s Bank Partner as well as its 5.0% participation interests in Indirect Channel Loans as financing receivables held-for-investment based on management’s intent, and Sunlight’s ability, to hold those investments through the foreseeable future or contractual maturity. Financing receivables that are held-for-investment are carried at their aggregate outstanding face amount, net of applicable (a) unamortized acquisition premiums and discounts, (b) allowance for losses and (c) charge-offs or write-downs of impaired receivables. If management determines a loan or loan participation is impaired, management writes down the loan or loan participation through a charge to the provision for losses. See “— Impairment” for additional discussion regarding management’s determination for loan losses. Sunlight applies the interest method to amortize acquisition premiums and discounts or on a straight-line basis when it approximates the interest method. Sunlight did not acquire loans with deteriorated credit quality that were not charged-off upon purchase for the three or six months ended June 30, 2021 or 2020. Impairment The evaluation of these indicators of impairment requires significant judgment by management to determine whether failure to collect contractual amounts is probable as well as in estimating the resulting loss allowance. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change. Actual losses, if any, could materially differ from these estimates. If management deems that it is probable that Sunlight will be unable to collect all amounts owed according to the contractual terms of a receivable, impairment of that receivable is indicated. Consistent with this definition, all receivables for which the accrual of interest has been discontinued (nonaccrual loans) are considered impaired. If management considers a receivable to be impaired, management establishes an allowance for losses through a valuation provision in earnings, which reduces the carrying value of the receivable to (a) the amounts management expect to collect, for receivables due within 90 days, or (b) the present value of expected future cash flows discounted at the receivable’s contractual effective rate. Impaired financing receivables are charged off against the allowance for losses when a financing receivable is more than 120 days past due or when management believes that collectability of the principal is remote, if earlier. Sunlight credits subsequent recoveries, if any, to the allowance when received. At June 30, 2021 and December 31, 2020, Sunlight evaluated financing receivables collectively, based upon those financing receivables with similar characteristics. Sunlight individually evaluates nonaccrual loans with contractual balances of $50,000 or more and receivables whose terms have been modified in a troubled debt restructuring with contractual balances of $50,000 or more to establish specific allowances for such receivables, if required. Those financing receivables where impairment is indicated were evaluated individually for impairment, though such amounts were not material. Advances — For advances made by Sunlight, management performs an evaluation of impairment indicators using financial information obtained from its counterparties and third parties as well as historical experience. Such indicators may include the borrower’s financial wherewithal and recent operating performance as well as macroeconomic trends. Management rates the potential for advance receivables by reviewing the counterparty. The counterparty is rated by overall risk tier on a scale of “1” through “5,” from least to greatest risk, which management reviews and updates on at least an annual basis. Counterparties may be granted advance approval within any overall risk tier, however tier “5” advance approvals are approved on an exception basis. A subset category of the overall risk tier is the financial risk of the counterparty. As with the overall risk tier, counterparties may be granted advance approval within any financial risk tier; however financial risk tier “5” advance approvals are approved on an exception basis. As part of that approval, management will set an individual counterparty advance dollar limit, which cannot be exceeded prior to additional review and approval. The overall risk tiers are defined as follows: 1 Low Risk The counterparty has demonstrated low risk characteristics. The counterparty is a well-established company within the applicable industry, with low commercial credit risk, excellent reputational risk (e.g. online ratings, low complaint levels), and an excellent financial risk assessment. 2 Low-to-Medium Risk The counterparty has demonstrated low to medium risk characteristics. The counterparty is a well-established company within the applicable industry, with low to medium commercial credit risk, excellent to above average reputational risk (e.g. online ratings, lower complaint levels), and/or an excellent to above average financial risk assessment. 3 Medium Risk The counterparty has demonstrated medium risk characteristics. The counterparty may be a less established company within the applicable industry than risk tier “1” or “2”, with medium commercial credit risk, excellent to average reputational risk (e.g., online ratings, average complaint levels), and/or an excellent to average financial risk assessment. 4 Medium-to-High Risk The counterparty has demonstrated medium to high risk characteristics. The counterparty is likely to be a less established company within the applicable industry than risk tiers “1” through “3,” with medium to high commercial credit risk, excellent to below average reputational risk (e.g. online ratings, higher complaint levels), and/or an excellent to below average financial risk assessment. 5 Higher Risk The counterparty has demonstrated higher risk characteristics. The counterparty is a less established company within the applicable industry, with higher commercial credit risk, and/or below average reputational risk (e.g. online ratings, higher complaint levels), and/or below average financial risk assessment. Tier “5” advance approvals will be approved on an exception basis. Loans and Loan Participations, Held-For-Investment Property and Equipment Estimated Carrying Value Asset Category Useful Life, in Years June 30, 2021 December 31, 2020 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 1,034 868 Computer software (a) 1‑3 years 13,385 11,973 Leasehold improvements Shorter of life of improvement or lease term 421 421 15,395 13,817 Accumulated amortization and depreciation (b)(c) (9,702) (8,092) $ 5,693 $ 5,725 a. Amounts include $13.2 million and $11.8 million of capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. b. Amounts include $8.7 million and $7.2 million of accumulated amortization for capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. c. For the three months ended June 30, 2021 and 2020, respectively, $0.7 million and $0.7 million of the $0.8 million and $0.8 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. For the six months ended June 30, 2021 and 2020, respectively, $1.4 million and $1.5 million of the $1.6 million and $1.6 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At June 30, 2021, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows : July 1, through December 31, 2021 $ 1,338 2022 1,969 2023 1,044 2024 162 2025 — Thereafter — $ 4,513 Funding Commitments — Pursuant to Sunlight’s contractual arrangements with its Bank Partner, Direct Channel Partners, and contractors, each of Sunlight’s Direct Channel Partners and its Bank Partner periodically remits to Sunlight the cash related to loans the funding source has originated. Sunlight has committed to funding such amounts, less any amounts Sunlight is entitled to retain, to the relevant contractor when certain milestones relating to the installation of residential solar system or the construction of installation of other home improvement projects underlying the consumer receivable have been reached. Sunlight presents any amounts that Sunlight retains in anticipation of a contractor completing an installation milestone as “Funding Commitments” on the accompanying Condensed Consolidated Balance Sheets, which totaled $22.2 million and $18.4 million at June 30, 2021 and December 31, 2020, respectively. Guarantees — Sunlight records a liability for the guarantees it makes for certain Loans if it determines that it is probable that it will have to repurchase those loans, in an amount based on the likelihood of such repurchase and the loss, if any, Sunlight expects to incur in connection with its repurchase of a Bank Partner Loans that may have experienced credit deterioration since the time of the loan’s origination. Distributions Payable — Sunlight accrues for estimated tax payments to holders of its temporary and members’ equity when earned in accordance with Sunlight’s organizational agreements. In December 2020, Sunlight accrued $1.3 million, $1.2 million, and $5.0 million, or $4.38 , $5.33 , and $13.34 per unit, payable to Class A-1, A-2, and A-3 Units, respectively. Sunlight recorded such estimated tax payments in “Distributions Payable” on the accompanying Condensed Consolidated Balance Sheet at December 31, 2020, which Sunlight paid during the six months ended June 30, 2021. The actual tax distribution amount required may materially differ from these estimates. Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities — At each of June 30, 2021 and December 31, 2020, (a) other assets included Sunlight’s contract derivatives, prepaid expenses, accounts receivable, deferred finance costs, and interest receivable, and (b) accounts payable, accrued expenses, and other liabilities included Sunlight’s guarantee liability, accrued compensation, deferred rent, and other payables. Temporary Equity — Holders of Preferred Units and Subordinated Units issued by Sunlight (Note 6) may redeem their interests under certain circumstances that are outside of Sunlight’s control. Sunlight presents these interests as temporary equity and adjusts the carrying value of such interests to their redemption values quarterly, with an offset to “Accumulated Deficit” in Sunlight’s Condensed Consolidated Balance Sheets. For each interest, Sunlight determines the redemption value at the lesser of its (i) fair value, based upon valuation estimates determined by management with assistance of an independent valuation firm, and (ii) partnership capital account balance, unless such capital account balance is less than net contributions. Income Recognition Revenue Recognition For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Platform fees, net (a) $ 25,112 $ 9,599 $ 48,774 $ 22,082 Other revenues (b) 1,091 600 2,216 1,190 $ 26,203 $ 10,199 $ 50,990 $ 23,272 a. Amounts presented net of variable consideration in the form of rebates to certain contractors. b. Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.0 million and $0.0 million for the three months ended June 30, 2021 and 2020 and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, in administrative fees from an affiliate. (Note 9) Platform Fees, Net The contracts under which Sunlight (a) arranges Loans for the purchase and installation of home improvements other than residential solar energy systems and (b) earns income from the prepayment of certain of those Loans sold to an Indirect Channel Loan Purchaser are considered derivatives under GAAP. As such, Sunlight’s revenues exclude the platform fees that Sunlight earns in connection with these contracts. Instead, Sunlight records realized gains on the derivatives within “Realized Gains on Contract Derivative, Net” in the accompanying Condensed Consolidated Statements of Operations. Sunlight realized gains of $0.7 million and $0.1 million for the three months ended June 30, 2021 and 2020 and $3.0 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, in connection with these contracts (Note 4). Other Revenues Interest Income Loans are considered past due or delinquent if the required principal and interest payments have not been received as of the date such payments are due. Generally, loans, including impaired loans, are placed on non-accrual status when (i) either principal or interest payments are 90 days or more past due based on contractual terms or (ii) an individual analysis of a borrower’s creditworthiness indicates a loan should be placed on non-accrual status. When a loan owned by Sunlight (each, a “Balance Sheet Loan”) is placed on non-accrual status, Sunlight ceases to recognize interest income on the loans and reverses previously accrued and unpaid interest, if any. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Sunlight may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the restructured loan. Advances are created at par and do not bear, and therefore do not accrue, interest income. Expense Recognition Cost of Revenues Sunlight Rewards™ Program Compensation and Benefits — Management expenses salaries, benefits, and equity-based compensation as services are provided. “Compensation and Benefits” in the accompanying Condensed Consolidated Statements of Operations includes expenses not otherwise included in Sunlight’s cost of revenues, such as compensation costs associated with information technology, sales and marketing, product management, and overhead. Equity-Based Compensation Time-Based Service Performance-Based Conditions — Sunlight expenses awards in the period in which (a) it is probable that the performance-based condition is satisfied and (b) the award has satisfied other vesting conditions. For equity-based compensation awards in the form of Class C Units or long-term incentive plan units (“LTIP Units”) (Note 6), vesting will generally occur upon a qualifying sale of Sunlight’s equity. PIK Vesting Requirement — Sunlight awarded equity-based compensation in the form of anti-dilution units. Such awards vest in an amount generally proportionate to the dilution of related Class C Units or LTIP Units that result from the issuance of additional Class A Units. Sunlight expenses awards in the period in which (a) dilution of related Class C Units or LTIP Units would otherwise occur and (b) the award has satisfied other vesting conditions. Selling, General, and Administrative Property and Technology — Management expenses rent, information technology and telecommunication services, and non-capitalizable costs to internally develop software as incurred. Income Taxes In accordance with the operating agreement of Sunlight Financial LLC, to the extent possible without impairing the Company’s ability to continue to conduct its business and activities, and in order to permit its member to pay taxes on the taxable income of the Company, Sunlight Financial LLC is required to make distributions to the member in the amount equal to the estimated tax liability of the member computed as if the member paid income tax at the highest marginal federal and state rate applicable to a corporate entity or individual resident in New York, New York to the extent Sunlight’s operations generate taxable income for the applicable member. Sunlight did not declare any distributions for the three or six months ended June 30, 2021 and 2020, respectively. Recent Accounting Pronouncements Issued, But Not Yet Adopted The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standard Updates (“ASUs”) that may materially impact Sunlight’s financial position and results of operations, or may impact the preparation of, but not materially affect, Sunlight’s consolidated financial statements. As an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended ( “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Sunlight is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Unless otherwise stated, Sunlight elected to adopt recent accounting pronouncements using the extended transition period applicable to private companies. ASU No. 2020-06 Debt ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting are available to be issued. Sunlight is currently evaluating the impact of the adoption of ASU 2020-04, as updated by ASU 2021-01 Reference Rate Reform (Topic 848): Scope, on its consolidated financial statements. ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract — In August 2018, the FASB issued ASU No. 2018-15 to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 can be applied either retrospectively or prospectively, and it is effective for Sunlight for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption, including adoption in an interim period, is permitted. Sunlight is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements. ASU No. 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU No. 2016-02 Leases |
Financing Receivables_2
Financing Receivables | 6 Months Ended |
Jun. 30, 2021 | |
Sunlight | |
Financing Receivables | Note 3. Financing Receivables Sunlight recognizes receivables primarily related to (a) advances that Sunlight remits to contractors on a short-term basis to facilitate the installation of residential solar and home improvement equipment and (b) loans and loan participations. Loans and loan participations primarily include Sunlight’s undivided 5.0% participation and Indirect Channel Loans purchased from its Bank Partner. The following tables summarize Sunlight’s financing receivables and changes thereto: Loans and Loan Advances (a) Participations (b) Total June 30, 2021 Amounts outstanding $ 40,979 $ 5,599 $ 46,578 Unamortized discount — (781) (781) Allowance for credit losses (211) (111) (322) Carrying value $ 40,768 $ 4,707 $ 45,475 December 31, 2020 Amounts outstanding $ 35,401 $ 6,351 $ 41,752 Unamortized discount — (893) (893) Allowance for credit losses (121) (125) (246) Carrying value $ 35,280 $ 5,333 $ 40,613 a. Represents short-term, advance payments made by Sunlight to certain contractors in anticipation of a project’s substantial completion. b. Represents (i) Sunlight’s 5.0% participation interest in a pool of residential solar loans with an aggregate UPB of $5.3 million and $6.0 million at June 30, 2021 and December 31, 2020, respectively, and (ii) Indirect Channel Loans purchased by Sunlight with an aggregate UPB of $0.3 million and $0.4 million at June 30, 2021 and December 31, 2020, respectively. No loans or loan participations were individually evaluated for impairment at June 30, 2021 or December 31, 2020. For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Allowance for Credit Losses — Advances Beginning Balance $ 101 $ 79 $ 121 $ 215 Provision for credit losses 110 60 90 (76) Ending Balance $ 211 $ 139 $ 211 $ 139 Allowance for Credit Losses — Loans and Loan Participations Beginning Balance $ 114 $ 65 $ 125 $ 96 Provision for credit losses 326 294 1,082 554 Realized losses (329) (276) (1,096) (567) Ending Balance $ 111 $ 83 $ 111 $ 83 Changes in Carrying Value — Loans and Loan Participations Beginning Balance $ 5,065 $ 5,577 $ 5,333 $ 5,130 Purchases, net(a) 328 568 1,170 1,487 Proceeds from principal repayments, net (413) (351) (832) (625) Accretion of loan discount 53 44 118 106 Provision for credit losses (326) (294) (1,082) (554) Ending Balance $ 4,707 $ 5,544 $ 4,707 $ 5,544 a. During the three and six months ended June 30, 2020, Sunlight purchased (i) 5.0% participation interests in 229 and 665 loans with an aggregate UPB of $0.3 million and $1.0 million as well as (ii) 10 and 24 Indirect Channel Loans with an aggregate UPB of $0.2 million and $0.5 million, respectively. During the three and six months ended June 30, 2021, Sunlight purchased (i) 5.0% participation interests in 0 and 54 loans with an aggregate UPB of $0.0 million and $0.1 million as well as (ii) 17 and 51 Indirect Channel Loans with an aggregate UPB of $0.3 million and $1.1 million, respectively. Advances Risk Ratings Total Amount % of Amount Risk Tier (a) Contractors Outstanding Outstanding June 30, 2021 1 Low risk 74 $ 23,783 58.0 % 2 Low-to-medium risk 55 17,013 41.5 3 Medium risk 4 157 0.4 4 Medium-to-high risk — — — 5 Higher risk 2 26 0.1 135 $ 40,979 100.0 % December 31, 2020 1 Low risk 78 $ 18,072 51.0 % 2 Low-to-medium risk 56 16,700 47.2 3 Medium risk 4 604 1.7 4 Medium-to-high risk — — — 5 Higher risk 3 25 0.1 141 $ 35,401 100.0 % a. At June 30, 2021 and December 31, 2020, the average risk rating of Sunlight’s advances was 1.4 (“low risk”) and 1.5 (“low-to-medium risk”), weighted by total advance amounts outstanding. Delinquencies Amount % of Amount Payment Delinquency Outstanding Outstanding June 30, 2021 Current $ 39,418 96.2 % Less than 30 days 833 2.0 30 days 90 0.2 60 days 128 0.3 90+ days (a) 510 1.3 $ 40,979 100.0 % December 31, 2020 Current $ 29,132 82.3 % Less than 30 days 3,137 8.9 30 days 1,424 4.0 60 days 672 1.9 90+ days (a) 1,036 2.9 $ 35,401 100.0 % a. As further discussed in Note 2, Sunlight generally evaluates amounts delinquent for 90 days or more for impairment. Advances to contractors may remain outstanding as a result of operational and various other factors that are unrelated to the contractor’s creditworthiness. Sunlight assessed advances 90 days or more, along with other factors that included the contractor’s risk tier and historical loss experience, and established loss allowances of $0.2 million and $0.1 million at June 30, 2021 and December 31, 2020, respectively. Concentrations June 30, 2021 December 31, 2020 Amount Amount Contractor Outstanding % of Total Outstanding % of Total 1 $ 11,059 27.0 % $ 10,429 29.5 % 2 5,642 13.8 6,425 18.1 3 4,998 12.2 295 0.8 4 2,989 7.3 141 0.4 5 2,934 7.2 — — 6 1,690 4.1 437 1.2 7 1,501 3.7 1,812 5.1 8 500 1.2 257 0.7 9 481 1.2 36 0.1 10 445 1.1 — — Other (a) 8,740 21.2 15,569 44.1 $ 40,979 100.0 % $ 35,401 100.0 % a. At June 30, 2021 and December 31, 2020, Sunlight recorded advances receivable from 125 and 131 counterparties not individually listed in the table above with average balances of $0.1 million and $0.1 million, respectively. At December 31, 2020, Sunlight recorded advances receivable from individual counterparties of $2.6 million, $0.7 million, $0.6 million, $0.6 million, and $0.5 million that represent the largest advance concentrations included in “Other,” based on the amount outstanding. Loans and Loan Participations Delinquencies Loan Participations Bank Partner Loans Total Payment Delinquency (a) Loans UPB Loans UPB Loans UPB % of UPB June 30, 2021 Current 4,086 $ 5,041 18 $ 347 4,104 $ 5,388 96.2 % Less than 30 days 124 177 — — 124 177 3.2 30 days 11 14 — — 11 14 0.3 60 days 5 10 — — 5 10 0.2 90+ days 9 10 — — 9 10 0.1 4,235 $ 5,252 18 $ 347 4,253 $ 5,599 100.0 % December 31, 2020 Current 4,409 $ 5,760 16 $ 319 4,425 $ 6,079 95.7 % Less than 30 days 116 174 — — 116 174 2.7 30 days 22 38 1 23 23 61 1.0 60 days 7 11 — — 7 11 0.2 90+ days 10 14 1 12 11 26 0.4 4,564 $ 5,997 18 $ 354 4,582 $ 6,351 100.0 % a. As further described in Note 2, Sunlight places loans delinquent greater than 90 days on nonaccrual status. Such Loans had carrying values of $0.0 million and $0.0 million at June 30, 2021 and December 31, 2020, respectively. Sunlight does not consider the average carrying values and interest income recognized (including interest income recognized using a cash-basis method) material for the three and six months ended June 30, 2021 and 2020. Loan Collateral Concentrations June 30, 2021 December 31, 2020 State UPB % of Total UPB % of Total Texas $ 1,055 18.8 % $ 1,203 18.9 % California 985 17.6 1,111 17.5 Florida 489 8.7 555 8.7 New York 365 6.5 403 6.3 New Jersey 339 6.1 376 5.9 Arizona 259 4.6 312 4.9 Pennsylvania 236 4.2 274 4.3 Massachusetts 212 3.8 223 3.5 Missouri 207 3.7 228 3.6 South Carolina 203 3.6 234 3.7 Other (a) 1,249 22.4 1,432 22.7 $ 5,599 100.0 % $ 6,351 100.0 % a. Sunlight only participates in residential solar loans originated within the United States, including 31 and 31 states not individually listed in the table above, none of which individually amount to more than 2.6% and 2.7% of the UPB at June 30, 2021 and December 31, 2020, respectively . |
Derivatives_2
Derivatives | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Derivatives | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 17,250,000 and 9,900,000 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30 -day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. | Note 6 - Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 Public Warrants and 9,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares of common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial 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 Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the 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 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 as described above 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. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below; ● upon a minimum of 30 days’ prior written notice to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down, to the nearest whole number, the number of shares of Class A common stock to be issued to the holder. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial 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. |
Sunlight | ||
Derivatives | Note 4. Derivatives Sunlight has entered into two agreements considered derivatives under GAAP that are subject to interest rate, credit, and/ or prepayment risks. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. Credit risk include a borrower’s inability or unwillingness to make contractually required payments. Prepayment risk includes a borrower’s payment, or lack of payment, of contractual Loan amounts prior to the date such amounts are contractually due. In January 2019, Sunlight entered into an agreement with its Bank Partner to arrange Loans for the purchase and installation of home improvements other than residential solar energy systems. The agreement (a) entitles Sunlight to cash flows collected from the portfolio of Loans held by its Bank Partner in excess of a contractual rate, based upon one-month LIBOR plus a fixed spread, and (b) requires Sunlight to pay its Bank Partner for portfolio cash flows below such contractual rate. This contractual arrangement incorporates interest rate and credit risks related to the risk of default on Loans held by its Bank Partner that results from a borrower’s inability or unwillingness to make contractually required payments. In February 2021, Sunlight entered into an agreement with an Indirect Channel Loan Purchaser to purchase Loans for the installation of home improvements other than residential solar energy systems. As part of that agreement, Sunlight is entitled to additional sale proceeds upon the prepayment of certain Indirect Channel Loans sold. This contractual arrangement incorporates prepayment risk related to loan prepayment rates below Sunlight’s expectations. Sunlight’s derivative asset is recorded at fair value in the accompanying Condensed Consolidated Balance Sheets as follows: Balance Sheet June 30, December 31, Location 2021 2020 Contract derivative 1 Other assets $ 415 $ 1,435 Contract derivative 2 Other assets 233 — $ 648 $ 1,435 The following table summarizes notional amounts related to derivatives: June 30, December 31, 2021 2020 Contract derivative 1 (a) $ 27,143 $ 59,770 Contract derivative 2 (b) 23,928 n.a. a. Represents the carrying value of Indirect Channel Loans for the purchase and installation of home improvements other than residential solar energy systems held by Sunlight’s Bank Partner. b . Represents the unpaid principal balance of the Loans at time of sale to the Indirect Channel Loan Purchaser for which Sunlight is entitled to income in the event of prepayment of the Indirect Channel Loan. The following table summarizes all income (loss) recorded in relation to derivatives: For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Change in fair value of contract derivatives, net Contract derivative 1 $ 28 $ 184 $ (1,020) $ 455 Contract derivative 2 41 n.a. 233 n.a. $ 69 $ 184 $ (787) $ 455 Realized gains on contract derivatives, net Contract derivative 1 $ 678 $ 89 $ 2,945 $ 121 Contract derivative 2 41 n.a. 41 n.a. $ 719 $ 89 $ 2,986 $ 121 |
Debt Obligations_2
Debt Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Sunlight | |
Debt Obligations | Note 5. Debt Obligations Debt consists of the following: June 30, 2021 Weighted December 31, Average 2020 Outstanding Maximum Final Month Face Carrying Facility Stated Funding Life Carrying Issued Amount Value (a) Size (b) Maturity Cost (b) (Years) Value (a) Revolving credit facility (c) Apr 2021 $ 20,613 $ 20,613 $ 30,000 Apr 2023 5.9 % 1.8 $ 14,625 a. Excludes $0.5 million and $0.0 million of unamortized deferred financing costs on a revolving credit facility, included in “Other Assets” in the accompanying Condensed Consolidated Balance Sheets, at June 30, 2021 and December 31, 2020, respectively. b. Includes annualized, unamortized deferred financing costs, as a percentage of the maximum facility size. c. In March 2016, Sunlight entered into a Loan and Security Agreement with a lender (“Prior Lender”). In May 2019, Sunlight and Prior Lender amended and restated the agreement to provide Sunlight a $15.0 million revolving credit facility (“Prior Facility”). In April 2021, Sunlight paid the Prior Facility in full using proceeds from a Loan and Security Agreement into which Sunlight entered with a Lender and replaced the associated standby letter of credit. Borrowings under the current $30.0 million revolving credit facility, secured by the net assets of Sunlight, bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. The facility includes unused facility costs, and amounts borrowed under this facility are 100% recourse to Sunlight. The carrying value at December 31, 2020 reflects Sunlight’s borrowings under the Prior Facility. Sunlight’s debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by a failure to maintain minimum liquidity and earnings as well as maintaining capacity to fund Loans. Activities For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Beginning Balance $ 14,625 $ 8,166 $ 14,625 $ 11,811 Borrowings 20,746 3,429 20,746 5,064 Repayments (14,758) (618) (14,758) (5,898) Amortization of deferred financing costs (a) — — — — Ending Balance $ 20,613 $ 10,977 $ 20,613 $ 10,977 a. Excludes $0.0 million and $0.0 million amortization of deferred financing costs included in “Other Assets” in the accompanying Condensed Consolidated Balance Sheets for the three months ended June 30, 2021 and 2020 and $0.0 million and $0.0 million amortization for the six months ended June 30, 2021 and 2020, respectively. Sunlight includes amortization of these costs within “Depreciation and Amortization” in the accompanying Condensed Consolidated Statements of Operations. Maturities — At June 30, 2021, all of Sunlight’s debt obligations contractually mature in 2023. |
Equity_2
Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock outstanding Class B Common Stock All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 shares of Class B common stock outstanding, up to 1,125,000 shares were subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part so that the Founder Shares would collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On December 31, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock — issued | Note 7 — Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 34,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 27,043,141 and 28,726,659 shares were subject to possible redemption at June 30, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity in the accompanying balance sheets. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 sold 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). Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Sunlight | ||
Stockholders' Equity | Note 6. Equity Interests in Sunlight’s partnership equity consists of members’ preferred and subordinated units. Sunlight did not have a specific number of preferred or subordinated units authorized at June 30, 2021 or December 31, 2020, but retains the corporate authority to issue sufficient units to meet its obligations. In addition to its partnership equity, Sunlight has issued warrants, profits interests, and other economic interests as part of its long-term incentive plan. Temporary Equity Activities Class A ‑ 3 Class A ‑ 2 Class A ‑ 1 Month of Issuance Units Units Units Units at December 31, 2019 326,428 195,973 256,966 March 2020 11,768 7,065 9,264 June 2020 12,193 7,320 9,598 September 2020 12,771 7,667 10,053 December 2020 13,235 7,947 10,421 49,967 29,999 39,336 Units at December 31, 2020 376,395 225,972 296,302 March 2021 13,457 8,079 10,593 June 2021 14,094 8,461 11,094 27,551 16,540 21,687 Units at June 30, 2021 403,946 242,512 317,989 Preferred Units Subordinated Units — The Class B Units are a class of equity units subordinate to Class A Units with regard to liquidation, and Sunlight’s payment of the preferred return to the Class A Units, either in cash or Class A PIK Units, dilutes Class B Units’ interests in Sunlight’s equity. No Class B Units have been issued , redeemed, or cancelled during the six months ended June 30, 2021 and 2020. Warrants — At June 30, 2021, Sunlight has authorized Class A Units to cover the exercise of the following outstanding warrants on its partnership equity, all of which were exercisable beginning at the date of issuance: Exercise Price per Unit Underlying Unit Weighted Class Date of Issuance Minimum Maximum Average (a) Units A‑1 Mar‑ 16 – May $ 78.09 $ 100.00 $ 83.58 2,393 A‑2 Feb‑18 297.99 455.52 360.29 12,491 A‑3 (b) Feb‑21 691.90 691.90 691.90 7,000 a. Aggregate amount payable to Sunlight upon exercise of warrant divided by underlying units deliverable to the warrant holder. b. During the six months ended June 30, 2021, Sunlight issued 7,000 Class A-3 warrants at an exercise price of $691.90 per Class A-3 Unit. Refer to Notes 2 and 7 regarding the accounting treatment for warrants and the valuation thereof. Other Interests — Sunlight has issued the following subordinated interests upon conversion of equity-based compensation awards at time of vest. Class C Units LTIP Units Equity-Based Compensation — Sunlight has granted the following outstanding Class C Units and LTIP Units awards (“Compensation Awards”) to certain employees and founders at June 30, 2021: Award Conditions Units (a) Threshold Equity Value (c) Award Class Service (b) (in millions) Class C LTIP Total Authorized C‑1 Units 4 years $ 29.7 52,303 8,721 61,024 61,727 C‑2 Units 4 years 87.0 7,892 8,173 16,065 17,612 C‑2AD Units (d) 4 years 87.0 4,212 4,342 8,554 9,410 C‑3 Units 5 years 165.0 82,700 26,068 108,768 150,000 C‑3AD Units (d) 5 years 165.0 85,602 22,094 107,696 155,853 232,709 69,398 302,107 394,602 a. Net of fully vested awards. b. Awards satisfy service-based award conditions ratably over the service period, starting on the one-year anniversary of the service inception date and monthly thereafter. Except for certain Class C-1 Unit and Class C-2 Unit awards, holders of Compensation Awards must also satisfy performance-based award conditions to vest in their award, which require Sunlight’s equity to exceed the respective Threshold Equity Value for such award. Sunlight expenses the grant-date fair value of certain Class C-1 Unit and Class C-2 Unit awards that do not require performance-based vesting requirements over the service vesting period as “Compensation and Benefits” in the accompanying Condensed Consolidated Statements of Operations using a “graded-vesting” method. During the three months ended June 30, 2021, Sunlight expensed $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, and $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, during the three months ended June 30, 2020. During the six months ended June 30, 2021, Sunlight expensed $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, and $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, during the six months ended June 30, 2020. c. Except for Class C-1 Units, the Threshold Equity Value increases in an amount equal to any equity capital raised after the date of each grant. d. In addition to service- and performance-based award conditions, the vesting of Class C-2AD Unit and Class C-3AD Unit awards are contingent upon the PIK Vesting Requirement. At June 30, 2021, the following Class C Units and LTIP Units have not yet satisfied the PIK Vesting Requirement: Award Class Class C LTIP Total C‑2AD Units — 691 691 C‑3AD Units 39,947 11,262 51,209 39,947 11,953 51,900 Compensation Unit Activities Class C LTIP Per Unit Units Per Unit Units December 31, 2019 $ 14.45 237,318 $ 19.54 64,046 Issued 23.62 1,205 23.62 14,678 Converted to Class C‑1 Units 21.40 (823) 44.16 (1,017) Converted to Class C‑2 Units 11.12 (1,513) 18.46 (2,434) June 30, 2020 14.49 236,187 20.04 75,273 December 31, 2020 $ 14.51 234,403 $ 20.06 71,060 Issued — — — — Converted to Class C‑1 Units 16.19 (181) 18.96 (377) Converted to Class C‑2 Units 11.12 (1,513) 15.64 (1,285) June 30, 2021 14.53 232,709 20.14 69,398 Unrecognized Compensation Expense — At June 30, 2021, Sunlight has not yet recognized compensation expense for the following awards: Weighted Average Recognition Class C LTIP Vesting Condition Period Units Amount Units Amount Time-based service 0.4 years — $ — 2,772 $ 18 Performance-based n.a. 160,770 2,215 38,857 888 Multiple (a) n.a. 71,939 1,170 27,769 468 232,709 $ 3,385 69,398 $ 1,374 a. Includes awards where vesting contingent upon at least two conditions: time-based service, performance-based conditions, and the PIK Vesting Requirement. Refer to Notes 2 and 7 regarding the accounting treatment for compensation units and the valuation thereof. |
Fair Value Measurement_2
Fair Value Measurement | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurement | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy during the period from August 17, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized an expense in the statement of operations resulting from an increase in the fair value of derivative warrant liabilities of approximately $16.2 million. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is 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 estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % The change in the fair value of the derivative warrant liabilities for the period from August 17, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities as of November 30, 2020 $ 26,115,000 Change in fair value of derivative warrant liabilities 16,168,500 Derivative warrant liabilities as of December 31, 2020 $ 42,283,500 | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The Company transferred $31,567,500 of Public Warrants out of Level 3 to Level 1 due to the use of a quoted price in an active market. There were no other transfers between levels for the three and six months ended June 30, 2021. As of December 31, 2020, the fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model. As of June 30, 2021, the Company utilizes the Black-Scholes option pricing model and a quoted price in an active market to estimate the fair value of the Private Placement Warrants and Public Warrants, respectively, with changes in fair value recognized in the unaudited condensed consolidated statement of operations. For the three months ended June 30, 2021, the Company recognized a change from an increase in the fair value of liabilities of approximately $1,013,000 and for six months ended June 30, 2021, the Company recognized a change from a decrease in the fair value of liabilities of approximately $9,161,000 presented on the accompanying unaudited condensed consolidated statements of operations. The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities as of January 1, 2021 $ 42,283,500 Transfer of Public Warrants from Level 3 (26,047,500) Change in fair value of derivative warrant liabilities 4,653,000 Derivative warrant liabilities as of March 31, 2021 $ 20,889,000 Change in fair value of derivative warrant liabilities (495,000) Derivative warrant liabilities as of June 30, 2021 $ 20,394,000 The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. 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 as their measurement dates: As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Sunlight | ||
Fair Value Measurement | Note 7. Fair Value Measurement The carrying values and fair values of Sunlight’s assets and liabilities recorded at fair value on a recurring or non-recurring basis, as well as other financial instruments for which fair value is disclosed, at June 30, 2021 and December 31, 2020 were as follows: Principal Balance or Notional Carrying Fair Value Amount Value Level 1 Level 2 Level 3 Total June 30, 2021 Assets: Financing Receivables: Loan participations, held-for-investment $ 5,252 $ 4,410 $ — $ — $ 4,790 $ 4,790 Loans, held-for-investment 351 297 — — 310 310 Cash and cash equivalents 62,521 62,521 62,521 — — 62,521 Restricted cash 3,861 3,861 3,861 — — 3,861 Contract derivatives 51,072 648 — — 648 648 Liabilities: Debt 20,613 20,613 — — 20,613 20,613 Warrants 9,544 9,708 — — 9,708 9,708 Guarantee obligation n.a. 211 — — 211 211 December 31, 2020 Assets: Financing Receivables: Loan participations, held-for-investment 5,997 5,029 — — 5,140 5,140 Loans, held-for-investment 354 304 — — 310 310 Cash and cash equivalents 49,583 49,583 49,583 — — 49,583 Restricted cash 3,122 3,122 3,122 — — 3,122 Contract derivatives 59,770 1,435 — — 1,435 1,435 Liabilities: Debt 14,625 14,625 — — 14,625 14,625 Warrants 4,700 5,643 — — 5,643 5,643 Guarantee obligation n.a. 839 — — 839 839 Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. Sunlight’s assets and liabilities measured at fair value on a recurring basis using Level 3 inputs changed as follows: Assets Liabilities Contract Derivatives Warrants December 31, 2020 $ 1,435 $ 5,643 Transfers (a) Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income(b) Included in change in fair value of warrant liabilities — 4,065 Included in change in fair value of contract derivatives, net (787) — Included in realized gains on contract derivatives, net 2,986 — Payments, net (2,986) — June 30, 2021 $ 648 $ 9,708 December 31, 2019 $ — $ 133 Transfers(a) Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income(b) Included in change in fair value of warrant liabilities — (29) Included in change in fair value of contract derivatives, net 455 — Included in realized gains on contract derivatives, net 121 — Payments, net (121) — June 30, 2020 $ 455 $ 104 Contract Derivative Valuation — Fair value estimates of Sunlight's contract derivatives are based on an internal pricing model that uses a discounted cash flow valuation technique, incorporates significant unobservable inputs, and includes assumptions that are inherently subjective and imprecise. Significant inputs used in the valuation of Sunlight’s contract derivatives include: Contract Derivative Significant Inputs 1 Inputs include expected cash flows from the financing and sale of applicable Indirect Channel Loans and discount rates that market participants would expect for the Indirect Channel Loans. Significant increases (decreases) in the discount rates in isolation would result in a significantly lower (higher) fair value measurement. 2 Inputs include expected prepayment rate of applicable Indirect Channel Loans sold to the Indirect Channel Loan Purchaser. Significant increases (decreases) in the expected prepayment rate in isolation would result in a significantly higher (lower) fair value measurement. The following significant assumptions were used to value Sunlight’s contract derivative: June 30, December 31, 2021 2020 Contract Derivative 1 Discount rate 9.2 % 8.1 % Weighted average life (in years) 0.2 0.3 Contract Derivative 2 Expected prepayment rate 75.0 % n.a. Compensation Unit and Warrant Valuation — To determine the grant-date value of each Class C Unit and LTIP Unit granted during the three months ended June 30, 2021 and 2020 as well as the fair value of warrants at June 30, 2021 and December 31, 2020, an independent third-party valuation firm (a) uses an income valuation approach to determine the fair value of Sunlight’s equity on a quarterly basis and (b) allocates that fair value to each class of interest in Sunlight’s equity and warrants thereon on a per unit basis using an option pricing method. Sunlight determines the grant-date fair value of an award using the value at the quarter-end closest to the grant date of the award. Significant increases (decreases) in the cost of equity, volatility, tax rate, and equity term in isolation would result in a significantly lower (higher) fair value measurement. The following significant assumptions were used to value Sunlight’s equity and warrants thereon, on a weighted-average basis: June 30, December 31, Assumption 2021 2020 Cost of equity 22.5 % 22.5 % Volatility 46.0 % 46.0 % Tax rate 26.0 % 26.0 % Term (in years) 3.0 3.0 At June 30, 2021 and December 31, 2020, Sunlight applied a hybrid probability-weighted expected return valuation method, which incorporated two scenarios: (a) a scenario using a market valuation approach that assumed Sunlight completed the business combination described in Note 11 and (b) a remain private scenario that used the aforementioned income valuation approach. The concluded fair value at June 30, 2021 reflects an adjustment for lack of marketability of 20.0% to 30.0% , and Sunlight considered the estimated probability of the completed business combination described in Note 11 of 95.0% was reasonable given Sunlight had entered into a binding agreement for the business combination with Spartan and such business combination was imminent. |
Taxes
Taxes | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Taxes | Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from August 17, 2020 (inception) through December 31, 2020. The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ (2,407) State — Deferred Federal (144,482) State — Change in valuation allowance 146,888 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: 2020 Start-up/Organization costs $ 144,482 Net operating loss carryforwards 2,407 Total deferred tax assets 146,888 Valuation allowance (146,888) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2020, the valuation allowance was approximately $147,000. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from August 17, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (19.0) % Transaction costs – derivative warrant liabilities (1.1) % Change in Valuation Allowance (0.8) % Income Taxes Benefit 0.0 % | |
Sunlight | ||
Taxes | Note 8. Taxes At June 30, 2021 and December 31, 2020, Sunlight did not have any material deferred tax assets or liabilities arising from future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in accordance with GAAP and their respective tax bases. Sunlight recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in Sunlight's Condensed Consolidated Statements of Operations. At June 30, 2021 and December 31, 2020, Sunlight did not have any material uncertain tax positions. Any uncertain tax position taken by any of Sunlight’s members is not an uncertain tax position of Sunlight. |
Transactions with Affiliates _3
Transactions with Affiliates and Affiliated Entities | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Transactions with Affiliates and Affiliated Entities | Note 5 — Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock, (which receipt of such dividends was waived by the independent director nominees) resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $10,000 for such services for the period ended December 31, 2020. | Note 4 - Related Party Transactions Founder Shares In August 2020, 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock” or “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of certain offering costs on behalf of the Company, or approximately $0.002 per share. In October 2020, the Sponsor transferred 50,000 Founder Shares to each of the two independent director nominees at their original purchase price. In November 2020, the Sponsor returned to the Company at no cost an aggregate of 4,312,500 Founder Shares, which the Company cancelled. Also in November 2020, the Company effected a stock dividend on the Class B common stock (which receipt of such dividends was waived by the independent director nominees), resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding. All shares and associated amounts had been retroactively restated to reflect the share surrender and the stock dividend. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 30, 2020, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 shares were no longer subject to forfeiture. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s 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 Company’s 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 9,900,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $9.9 million. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On August 17, 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 an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. As of November 30, 2020, the Company borrowed approximately $235,000 under the Note. The Company fully repaid the Note on December 3, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid the Sponsor $30,000 and $60,000 for such services for the three and six months ended June 30, 2021, respectively. As of June 30, 2021 and December 31, 2020, there were no outstanding balance on the accompanying condensed balance sheets. |
Sunlight | ||
Transactions with Affiliates and Affiliated Entities | Note 9. Transactions with Affiliates and Affiliated Entities Sunlight has entered into management and administrative agreements with the following equity members who also serve on Sunlight’s board of directors. Management believes that the arrangements represent market compensation for the related services. FTV Management V, LLC (“FTV”) Hudson SL Portfolio Holdings LLC (“HSPH”) — In February 2018, Sunlight entered into an administrative services agreement with HSPH, indirectly owned by members of Sunlight and SL Investor III LLC, where Sunlight agreed to provide certain services to Solar Loan Management LLC, an affiliate of Hudson Sustainable Investment Management, LLC and HSPH. These services generally include special servicing administration, ongoing accounting work, all calculations related to the purchase and financing of certain Loans under the forward flow agreement and the senior financing, and other services that would be expected of the sponsor of a securitized pool of loans. During the three months ended June 30, 2021 and 2020, Sunlight was paid $0.0 million and $0.0 million, respectively, for such services. During the six months ended June 30, 2021 and 2020, Sunlight was paid $0.1 million and $0.1 million, respectively, for such services. Tiger Infrastructure Partners (“Tiger”) — In September 2015, Sunlight entered into a management agreement with Tiger. Under the terms of the agreement, Sunlight pays Tiger a management fee of $50,000 per calendar quarter for strategic financial services provided by Tiger to Sunlight. In addition to the management fee, Sunlight reimbursed $0.0 million and $0.0 million of expenses to Tiger during the three months ended June 30, 2021 and 2020, respectively, and $0.0 million and $0.0 million during the six months ended June 30, 2021 and 2020. Estimated Tax Distributions — Sunlight distributes cash to its unitholders using allocations of estimated taxable income it expects to generate. As Sunlight revises its estimate of taxable income or loss, the allocation of taxable income to its unitholders may change, resulting in amounts due to, or from, certain unitholders. At June 30, 2021, Sunlight’s unitholders owed $1.8 million to Sunlight resulting from changes between the tax obligations estimated at the time of the distribution, shown as “Due from Affiliates” in the accompanying Condensed Consolidated Balance Sheets, partially offset by $0.8 million that Sunlight owed to its unitholders, shown as “Due to Affiliates” in the accompanying Condensed Consolidated Balance Sheets. |
Commitments and Contingencies_7
Commitments and Contingencies | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 5 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any (and any 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, if any), are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of 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 an Initial Business Combination. 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 from the date of the final prospectus to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on November 30, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Sunlight | ||
Commitments and Contingencies | Note 10. Commitments and Contingencies Sunlight was subject to the following commitments and contingencies at June 30, 2021. Litigation At June 30, 2021, Sunlight was not involved in any material legal proceedings regarding claims or legal actions against Sunlight. Indemnifications Advances — Sunlight provides a contractually agreed upon percentage of cash to a contractor related to a Loan that has not yet been funded by either a Direct Channel Partner or its Bank Partner as well as amounts funded to contractors in anticipation of loan funding. At June 30, 2021, Sunlight has committed to advance up to $186.2 million for unfunded, approved Loans submitted by eligible contractors, of which Sunlight advanced $41.0 million included in “Advances” in the accompanying Condensed Consolidated Balance Sheets. Funding Commitments — Pursuant to Sunlight’s contractual arrangements with contractors, Direct Channel Partners, and Bank Partner, the funding source periodically remits to Sunlight the cash related to Loans it has originated. Sunlight has committed to funding such amounts to the relevant contractor when certain milestones have been reached relating to the installation of residential solar system, or other home improvement equipment, underlying the consumer receivable. Any amounts retained by Sunlight in anticipation of an installation milestone being reached are included in “Funding Commitments” in the accompanying Condensed Consolidated Balance Sheets, totaling $22.2 million at June 30, 2021. Bank Partner Guarantees — Sunlight is required to guarantee the performance of certain Indirect Channel Loans, which it is required to repurchase in the event Sunlight is unable to facilitate the sale of such loans. Upon repurchase, Sunlight may attempt to recover any contractual amounts owed by the borrower or from the contractor (in the event of a contractor’s nonperformance). Sunlight repurchased and wrote off 17 and 10 loans, totaling $0.3 million and $0.2 million, for the three months ended June 30, 2021 and 2020 and 51 and 24 loans, totaling $1.1 million and $0.5 million, for the six months ended June 30,2021 and 2020, respectively, from its Bank Partner, associated with this guarantee. At June 30, 2021, the maximum potential amount of undiscounted future payments Sunlight could be required to make under the guarantee totaled $55.8 million, and Sunlight recorded a $0.2 million liability presented within “Other Liabilities” in the accompanying Condensed Consolidated Balance Sheets. At June 30, 2021, the unpaid principal balance of loans, net of applicable discounts, for guaranteed loans held by Sunlight’s Bank Partner and delinquent more than 90 days was $0.0 million. Sunlight Rewards™ Program — Sunlight Rewards™ allows solar salespeople to earn points for selling Sunlight-facilitated loans. These individuals can gain “status” for their own overall loyalty, track their points, and choose to redeem points for quality awards. If all points earned under the Sunlight Rewards™ Program were redeemed at June 30, 2021, Sunlight would pay $2.1 million, and Sunlight recorded a liability of $1.3 million. Non-Cancelable Operating Leases — Sunlight’s non-cancelable operating leases consist of office space leases. Certain lease agreements include rent concessions and leasehold improvement incentives. In addition to base rentals, certain lease agreements are subject to escalation provisions and rent expense is recognized on a straight-line basis over the term of the lease agreement. At June 30, 2021, the approximate aggregate annual minimum future lease payments required on the operating leases are as follows: July 1, through December 31, 2021 $ 552 2022 1,010 2023 680 2024 700 2025 345 Thereafter — $ 3,287 During the three months ended June 30, 2021 and 2020, total lease expense was $0.3 million and $0.3 million, respectively, which Sunlight paid in full. During the six months ended June 30, 2021 and 2020, total lease expense was $0.5 million and $0.5 million, respectively, which Sunlight paid in full. |
Subsequent Events_2_3
Subsequent Events | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Subsequent Events | Note 11 — Subsequent Events As described in Note 1 — Description of Organization and Business Operations above, on January 23, 2021 the Company entered into a business combination agreement and plan of reorganization with Sunlight Financial LLC. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued, and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the financial statements. | Note 9 — Subsequent Events As described in Note 1 “Description of Organization and Business Operations” above, on July 9, 2021, the Company consummated the previously announced business combination plan of reorganization with Sunlight. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no other events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements. |
Sunlight | ||
Subsequent Events | Note 11. Subsequent Events The following events occurred subsequent to June 30, 2021 through the issuance date of these Unaudited Condensed Consolidated Financial Statements. Events subsequent to that date have not been considered in these financial statements. Business Combination On July 9, 2021 (the “Closing Date”), Spartan and Sunlight consummated the previously announced merger pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of January 23, 2021 (the “Business Combination Agreement”), On the Closing Date, and in connection with the Closing, Spartan changed its name to Sunlight Financial Holdings Inc. The resulting company is organized in an “Up-C” structure, such that all of the material assets of the combined company are held by, and substantially all of Sunlight’s business operations are conducted by, Sunlight, and the only material asset of Sunlight Financial Holdings Inc. (together with its wholly owned subsidiaries) will be its indirect equity interests in Sunlight. On the Closing Date, Sunlight Financial Holdings Inc. (a) indirectly owned 86,373,596 Class X Units of Sunlight, constituting 100% of the issued and outstanding Class X Units and approximately 64.1% of Sunlight’s outstanding equity and (b) controls Sunlight as one of the wholly-owned subsidiaries of Sunlight Financial Holdings Inc.is the sole managing member of Sunlight pursuant to the amendment and restatement of Sunlight partnership agreement.. At the closing of the Business Combination, Sunlight had an additional $49.5 million cash on hand from the proceeds of the transaction, excluding cash Sunlight received to pay tax withheld from distributions to certain current and former employees. Other During the first quarter of 2020, the outbreak of a novel strain of coronavirus (COVID-19) has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. Depending on the severity and duration of the outbreak, the novel coronavirus could present material uncertainty and risk with respect to the Company, its performance, and its financial results. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 and for the period from August 17, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in the Amendment No.1 to correct the misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited financial statements for such Affected Period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion. | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“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 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 six months ended June 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 11, 2021. |
Risks and Uncertainties | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | 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 coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues 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 unaudited condensed consolidated 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. |
Valuation Process | 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | 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. 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: ● ● ● 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 June 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. |
Derivative Warrant Liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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 Distinguishing Liabilities from Equity Derivatives and Hedging The 17,250,000 Public Warrants issued in connection with the Initial Public Offering and the 9,900,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes 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 the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company 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, “Derivatives and Hedging, Embedded Derivatives”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants (as defined below) issued in connection with its Initial Public Offering and Private Placement Warrants issued in connection with the Private Placement as derivative warrant liabilities in accordance with ASC 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement measured was estimated at fair value using a Monte Carlo simulation model as of December 31, 2020. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using the closing price of SPRQ WS as of June 30, 2021 and the Black-Scholes option pricing model, respectively. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income 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 June 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.6 million and approximately $144,000, respectively, with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. For the three and six months ended on June 30, 2021, the Company had $5,273 and $7,000 in income tax expenses, respectively. |
Recent Accounting Pronouncements Issued, But Not Yet Adopted | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “2020 ASU”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The 2020 ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the 2020 ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Sunlight | ||
Basis of Presentation | Basis of Presentation Certain information and footnote disclosures normally included in financial statements prepared under GAAP may be condensed or omitted for interim financial reporting, and the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with Sunlight’s consolidated financial statements for the year ended December 31, 2020 and footnotes thereto included in Spartan’s registration statement on Form S-4 filed with the Securities and Exchange Commission on March 22, 2021. Capitalized terms used herein, and not otherwise defined, are defined in Sunlight’s consolidated financial statements for the year ended December 31, 2020. | |
Consolidation | Consolidation | |
Segments | Segments reportable | |
Risks and Uncertainties | Risks and Uncertainties | |
Use of Estimates | Use of Estimates | |
Fair Value | Fair Value Level Measurement 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. 2 Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. 3 Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Sunlight follows this hierarchy for its financial instruments, with classifications based on the lowest level of input that is significant to the fair value measurement. The following summarizes Sunlight’s financial instruments hierarchy at June 30, 2021: Level Financial Instrument Measurement 1 Cash and cash equivalents and restricted cash Estimates of fair value are measured using observable, quoted market prices, or Level 1 inputs 3 Loans and loan participations, held-for-investment Estimated fair value is generally determined by discounting the expected future cash flows using inputs such as discount rates. Contract derivative Estimated fair value based upon discounted expected future cash flows arising from the contract. Warrants Estimated fair value based upon quarterly valuation estimates of Sunlight’s equity, based upon fair value inputs provided by an independent valuation firm applied to Sunlight’s capital structure. Valuation Process — On a quarterly basis, with assistance from an independent valuation firm, management estimates the fair value of Sunlight’s Level 3 financial instruments. Sunlight’s determination of fair value is based upon the best information available for a given circumstance and may incorporate assumptions that are management’s best estimates after consideration of a variety of internal and external factors. When an independent valuation firm expresses an opinion on the fair value of a financial instrument in the form of a range, management selects a value within the range provided by the independent valuation firm to assess the reasonableness of management’s estimated fair value for that financial instrument. At June 30, 2021, Sunlight’s valuation process for Level 3 measurements, as described below, were conducted internally or by an independent valuation firm and reviewed by management. Valuation of Loans and Loan Participations Valuation of Contract Derivative Valuation of Warrants Other Valuation Matters See Note 7 for additional information regarding the valuation of Sunlight’s financial assets and liabilities. | |
Sales of Financial Assets and Financing Agreements | Sales of Financial Assets and Financing Agreements | |
Balance Sheet Measurement | Balance Sheet Measurement Cash and Cash Equivalents and Restricted Cash — Cash and cash equivalents consist of bank checking accounts and money market accounts. Sunlight considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Sunlight maintains cash in restricted accounts pursuant to various lending agreements and considers other cash amounts restricted under certain agreements with other counterparties. Substantially all amounts on deposit with major financial institutions exceed insured limits. Cash and cash equivalents and restricted cash are carried at cost, which approximates fair value. Sunlight reported cash and cash equivalents and restricted cash in the following line items of its Condensed Consolidated Balance Sheets, which totals the aggregate amount presented in Sunlight’s Condensed Consolidated Statements of Cash Flows: June 30, December 31, 2021 2020 Cash and cash equivalents $ 62,521 $ 49,583 Restricted cash and cash equivalents 3,861 3,122 Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows $ 66,382 $ 52,705 | |
Financing Receivables | Financing Receivables Advances Loans and Loan Participations — Sunlight recognizes Indirect Channel Loans purchased from Sunlight’s Bank Partner as well as its 5.0% participation interests in Indirect Channel Loans as financing receivables held-for-investment based on management’s intent, and Sunlight’s ability, to hold those investments through the foreseeable future or contractual maturity. Financing receivables that are held-for-investment are carried at their aggregate outstanding face amount, net of applicable (a) unamortized acquisition premiums and discounts, (b) allowance for losses and (c) charge-offs or write-downs of impaired receivables. If management determines a loan or loan participation is impaired, management writes down the loan or loan participation through a charge to the provision for losses. See “— Impairment” for additional discussion regarding management’s determination for loan losses. Sunlight applies the interest method to amortize acquisition premiums and discounts or on a straight-line basis when it approximates the interest method. Sunlight did not acquire loans with deteriorated credit quality that were not charged-off upon purchase for the three or six months ended June 30, 2021 or 2020. | |
Impairment | Impairment The evaluation of these indicators of impairment requires significant judgment by management to determine whether failure to collect contractual amounts is probable as well as in estimating the resulting loss allowance. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change. Actual losses, if any, could materially differ from these estimates. If management deems that it is probable that Sunlight will be unable to collect all amounts owed according to the contractual terms of a receivable, impairment of that receivable is indicated. Consistent with this definition, all receivables for which the accrual of interest has been discontinued (nonaccrual loans) are considered impaired. If management considers a receivable to be impaired, management establishes an allowance for losses through a valuation provision in earnings, which reduces the carrying value of the receivable to (a) the amounts management expect to collect, for receivables due within 90 days, or (b) the present value of expected future cash flows discounted at the receivable’s contractual effective rate. Impaired financing receivables are charged off against the allowance for losses when a financing receivable is more than 120 days past due or when management believes that collectability of the principal is remote, if earlier. Sunlight credits subsequent recoveries, if any, to the allowance when received. At June 30, 2021 and December 31, 2020, Sunlight evaluated financing receivables collectively, based upon those financing receivables with similar characteristics. Sunlight individually evaluates nonaccrual loans with contractual balances of $50,000 or more and receivables whose terms have been modified in a troubled debt restructuring with contractual balances of $50,000 or more to establish specific allowances for such receivables, if required. Those financing receivables where impairment is indicated were evaluated individually for impairment, though such amounts were not material. Advances — For advances made by Sunlight, management performs an evaluation of impairment indicators using financial information obtained from its counterparties and third parties as well as historical experience. Such indicators may include the borrower’s financial wherewithal and recent operating performance as well as macroeconomic trends. Management rates the potential for advance receivables by reviewing the counterparty. The counterparty is rated by overall risk tier on a scale of “1” through “5,” from least to greatest risk, which management reviews and updates on at least an annual basis. Counterparties may be granted advance approval within any overall risk tier, however tier “5” advance approvals are approved on an exception basis. A subset category of the overall risk tier is the financial risk of the counterparty. As with the overall risk tier, counterparties may be granted advance approval within any financial risk tier; however financial risk tier “5” advance approvals are approved on an exception basis. As part of that approval, management will set an individual counterparty advance dollar limit, which cannot be exceeded prior to additional review and approval. The overall risk tiers are defined as follows: 1 Low Risk The counterparty has demonstrated low risk characteristics. The counterparty is a well-established company within the applicable industry, with low commercial credit risk, excellent reputational risk (e.g. online ratings, low complaint levels), and an excellent financial risk assessment. 2 Low-to-Medium Risk The counterparty has demonstrated low to medium risk characteristics. The counterparty is a well-established company within the applicable industry, with low to medium commercial credit risk, excellent to above average reputational risk (e.g. online ratings, lower complaint levels), and/or an excellent to above average financial risk assessment. 3 Medium Risk The counterparty has demonstrated medium risk characteristics. The counterparty may be a less established company within the applicable industry than risk tier “1” or “2”, with medium commercial credit risk, excellent to average reputational risk (e.g., online ratings, average complaint levels), and/or an excellent to average financial risk assessment. 4 Medium-to-High Risk The counterparty has demonstrated medium to high risk characteristics. The counterparty is likely to be a less established company within the applicable industry than risk tiers “1” through “3,” with medium to high commercial credit risk, excellent to below average reputational risk (e.g. online ratings, higher complaint levels), and/or an excellent to below average financial risk assessment. 5 Higher Risk The counterparty has demonstrated higher risk characteristics. The counterparty is a less established company within the applicable industry, with higher commercial credit risk, and/or below average reputational risk (e.g. online ratings, higher complaint levels), and/or below average financial risk assessment. Tier “5” advance approvals will be approved on an exception basis. Loans and Loan Participations, Held-For-Investment | |
Property and Equipment | Property and Equipment Estimated Carrying Value Asset Category Useful Life, in Years June 30, 2021 December 31, 2020 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 1,034 868 Computer software (a) 1‑3 years 13,385 11,973 Leasehold improvements Shorter of life of improvement or lease term 421 421 15,395 13,817 Accumulated amortization and depreciation (b)(c) (9,702) (8,092) $ 5,693 $ 5,725 a. Amounts include $13.2 million and $11.8 million of capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. b. Amounts include $8.7 million and $7.2 million of accumulated amortization for capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. c. For the three months ended June 30, 2021 and 2020, respectively, $0.7 million and $0.7 million of the $0.8 million and $0.8 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. For the six months ended June 30, 2021 and 2020, respectively, $1.4 million and $1.5 million of the $1.6 million and $1.6 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At June 30, 2021, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows : July 1, through December 31, 2021 $ 1,338 2022 1,969 2023 1,044 2024 162 2025 — Thereafter — $ 4,513 | |
Funding Commitments | Funding Commitments — Pursuant to Sunlight’s contractual arrangements with its Bank Partner, Direct Channel Partners, and contractors, each of Sunlight’s Direct Channel Partners and its Bank Partner periodically remits to Sunlight the cash related to loans the funding source has originated. Sunlight has committed to funding such amounts, less any amounts Sunlight is entitled to retain, to the relevant contractor when certain milestones relating to the installation of residential solar system or the construction of installation of other home improvement projects underlying the consumer receivable have been reached. Sunlight presents any amounts that Sunlight retains in anticipation of a contractor completing an installation milestone as “Funding Commitments” on the accompanying Condensed Consolidated Balance Sheets, which totaled $22.2 million and $18.4 million at June 30, 2021 and December 31, 2020, respectively. | |
Guarantees | Guarantees — Sunlight records a liability for the guarantees it makes for certain Loans if it determines that it is probable that it will have to repurchase those loans, in an amount based on the likelihood of such repurchase and the loss, if any, Sunlight expects to incur in connection with its repurchase of a Bank Partner Loans that may have experienced credit deterioration since the time of the loan’s origination. | |
Distributions Payable | Distributions Payable — Sunlight accrues for estimated tax payments to holders of its temporary and members’ equity when earned in accordance with Sunlight’s organizational agreements. In December 2020, Sunlight accrued $1.3 million, $1.2 million, and $5.0 million, or $4.38 , $5.33 , and $13.34 per unit, payable to Class A-1, A-2, and A-3 Units, respectively. Sunlight recorded such estimated tax payments in “Distributions Payable” on the accompanying Condensed Consolidated Balance Sheet at December 31, 2020, which Sunlight paid during the six months ended June 30, 2021. The actual tax distribution amount required may materially differ from these estimates. | |
Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities | Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities — At each of June 30, 2021 and December 31, 2020, (a) other assets included Sunlight’s contract derivatives, prepaid expenses, accounts receivable, deferred finance costs, and interest receivable, and (b) accounts payable, accrued expenses, and other liabilities included Sunlight’s guarantee liability, accrued compensation, deferred rent, and other payables. | |
Temporary Equity | Temporary Equity — Holders of Preferred Units and Subordinated Units issued by Sunlight (Note 6) may redeem their interests under certain circumstances that are outside of Sunlight’s control. Sunlight presents these interests as temporary equity and adjusts the carrying value of such interests to their redemption values quarterly, with an offset to “Accumulated Deficit” in Sunlight’s Condensed Consolidated Balance Sheets. For each interest, Sunlight determines the redemption value at the lesser of its (i) fair value, based upon valuation estimates determined by management with assistance of an independent valuation firm, and (ii) partnership capital account balance, unless such capital account balance is less than net contributions. | |
Income Recognition | Income Recognition Revenue Recognition For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Platform fees, net (a) $ 25,112 $ 9,599 $ 48,774 $ 22,082 Other revenues (b) 1,091 600 2,216 1,190 $ 26,203 $ 10,199 $ 50,990 $ 23,272 a. Amounts presented net of variable consideration in the form of rebates to certain contractors. b. Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.0 million and $0.0 million for the three months ended June 30, 2021 and 2020 and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, in administrative fees from an affiliate. (Note 9) Platform Fees, Net The contracts under which Sunlight (a) arranges Loans for the purchase and installation of home improvements other than residential solar energy systems and (b) earns income from the prepayment of certain of those Loans sold to an Indirect Channel Loan Purchaser are considered derivatives under GAAP. As such, Sunlight’s revenues exclude the platform fees that Sunlight earns in connection with these contracts. Instead, Sunlight records realized gains on the derivatives within “Realized Gains on Contract Derivative, Net” in the accompanying Condensed Consolidated Statements of Operations. Sunlight realized gains of $0.7 million and $0.1 million for the three months ended June 30, 2021 and 2020 and $3.0 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, in connection with these contracts (Note 4). Other Revenues | |
Interest Income | Interest Income Loans are considered past due or delinquent if the required principal and interest payments have not been received as of the date such payments are due. Generally, loans, including impaired loans, are placed on non-accrual status when (i) either principal or interest payments are 90 days or more past due based on contractual terms or (ii) an individual analysis of a borrower’s creditworthiness indicates a loan should be placed on non-accrual status. When a loan owned by Sunlight (each, a “Balance Sheet Loan”) is placed on non-accrual status, Sunlight ceases to recognize interest income on the loans and reverses previously accrued and unpaid interest, if any. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Sunlight may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the restructured loan. Advances are created at par and do not bear, and therefore do not accrue, interest income. | |
Expense Recognition | Expense Recognition Cost of Revenues Sunlight Rewards™ Program | |
Compensation and Benefits | Compensation and Benefits — Management expenses salaries, benefits, and equity-based compensation as services are provided. “Compensation and Benefits” in the accompanying Condensed Consolidated Statements of Operations includes expenses not otherwise included in Sunlight’s cost of revenues, such as compensation costs associated with information technology, sales and marketing, product management, and overhead. Equity-Based Compensation Time-Based Service Performance-Based Conditions — Sunlight expenses awards in the period in which (a) it is probable that the performance-based condition is satisfied and (b) the award has satisfied other vesting conditions. For equity-based compensation awards in the form of Class C Units or long-term incentive plan units (“LTIP Units”) (Note 6), vesting will generally occur upon a qualifying sale of Sunlight’s equity. PIK Vesting Requirement — Sunlight awarded equity-based compensation in the form of anti-dilution units. Such awards vest in an amount generally proportionate to the dilution of related Class C Units or LTIP Units that result from the issuance of additional Class A Units. Sunlight expenses awards in the period in which (a) dilution of related Class C Units or LTIP Units would otherwise occur and (b) the award has satisfied other vesting conditions. | |
Selling, General, and Administrative | Selling, General, and Administrative | |
Property and Technology | Property and Technology — Management expenses rent, information technology and telecommunication services, and non-capitalizable costs to internally develop software as incurred. | |
Income Taxes | Income Taxes In accordance with the operating agreement of Sunlight Financial LLC, to the extent possible without impairing the Company’s ability to continue to conduct its business and activities, and in order to permit its member to pay taxes on the taxable income of the Company, Sunlight Financial LLC is required to make distributions to the member in the amount equal to the estimated tax liability of the member computed as if the member paid income tax at the highest marginal federal and state rate applicable to a corporate entity or individual resident in New York, New York to the extent Sunlight’s operations generate taxable income for the applicable member. Sunlight did not declare any distributions for the three or six months ended June 30, 2021 and 2020, respectively. | |
Recent Accounting Pronouncements Issued, But Not Yet Adopted | Recent Accounting Pronouncements Issued, But Not Yet Adopted The Financial Accounting Standards Board (“FASB”) has issued the following Accounting Standard Updates (“ASUs”) that may materially impact Sunlight’s financial position and results of operations, or may impact the preparation of, but not materially affect, Sunlight’s consolidated financial statements. As an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended ( “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Sunlight is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Unless otherwise stated, Sunlight elected to adopt recent accounting pronouncements using the extended transition period applicable to private companies. ASU No. 2020-06 Debt ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting are available to be issued. Sunlight is currently evaluating the impact of the adoption of ASU 2020-04, as updated by ASU 2021-01 Reference Rate Reform (Topic 848): Scope, on its consolidated financial statements. ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract — In August 2018, the FASB issued ASU No. 2018-15 to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU No. 2018-15 can be applied either retrospectively or prospectively, and it is effective for Sunlight for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption, including adoption in an interim period, is permitted. Sunlight is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements. ASU No. 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU No. 2016-02 Leases |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Tables) - Sunlight | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of cash and cash equivalents and restricted cash | June 30, December 31, 2021 2020 Cash and cash equivalents $ 62,521 $ 49,583 Restricted cash and cash equivalents 3,861 3,122 Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows $ 66,382 $ 52,705 |
Schedule of property and equipment | Estimated Carrying Value Asset Category Useful Life, in Years June 30, 2021 December 31, 2020 Furniture, fixtures, and equipment 7 years $ 555 $ 555 Computer hardware 5 years 1,034 868 Computer software (a) 1‑3 years 13,385 11,973 Leasehold improvements Shorter of life of improvement or lease term 421 421 15,395 13,817 Accumulated amortization and depreciation (b)(c) (9,702) (8,092) $ 5,693 $ 5,725 a. Amounts include $13.2 million and $11.8 million of capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. b. Amounts include $8.7 million and $7.2 million of accumulated amortization for capitalized internally developed software costs at June 30, 2021 and December 31, 2020, respectively. c. For the three months ended June 30, 2021 and 2020, respectively, $0.7 million and $0.7 million of the $0.8 million and $0.8 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. For the six months ended June 30, 2021 and 2020, respectively, $1.4 million and $1.5 million of the $1.6 million and $1.6 million total amortization and depreciation expense on property and equipment consisted of amortized capitalized internally developed software costs. At June 30, 2021, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows : |
Schedule of aggregate annual amortization expense for capitalized internally developed software costs | At June 30, 2021, the approximate aggregate annual amortization expense for capitalized internally developed software costs are as follows July 1, through December 31, 2021 $ 1,338 2022 1,969 2023 1,044 2024 162 2025 — Thereafter — $ 4,513 |
Schedule of revenue | For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Platform fees, net (a) $ 25,112 $ 9,599 $ 48,774 $ 22,082 Other revenues (b) 1,091 600 2,216 1,190 $ 26,203 $ 10,199 $ 50,990 $ 23,272 a. Amounts presented net of variable consideration in the form of rebates to certain contractors. b. Includes monitoring, administration, and other ancillary fees Sunlight earns that are incidental to its primary operations. Sunlight earned $0.0 million and $0.0 million for the three months ended June 30, 2021 and 2020 and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, in administrative fees from an affiliate. (Note 9) |
Financing Receivables (Tables_2
Financing Receivables (Tables) - Sunlight | 6 Months Ended |
Jun. 30, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of financing receivables and changes thereto | Loans and Loan Advances (a) Participations (b) Total June 30, 2021 Amounts outstanding $ 40,979 $ 5,599 $ 46,578 Unamortized discount — (781) (781) Allowance for credit losses (211) (111) (322) Carrying value $ 40,768 $ 4,707 $ 45,475 December 31, 2020 Amounts outstanding $ 35,401 $ 6,351 $ 41,752 Unamortized discount — (893) (893) Allowance for credit losses (121) (125) (246) Carrying value $ 35,280 $ 5,333 $ 40,613 a. Represents short-term, advance payments made by Sunlight to certain contractors in anticipation of a project’s substantial completion. b. Represents (i) Sunlight’s 5.0% participation interest in a pool of residential solar loans with an aggregate UPB of $5.3 million and $6.0 million at June 30, 2021 and December 31, 2020, respectively, and (ii) Indirect Channel Loans purchased by Sunlight with an aggregate UPB of $0.3 million and $0.4 million at June 30, 2021 and December 31, 2020, respectively. No loans or loan participations were individually evaluated for impairment at June 30, 2021 or December 31, 2020. For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Allowance for Credit Losses — Advances Beginning Balance $ 101 $ 79 $ 121 $ 215 Provision for credit losses 110 60 90 (76) Ending Balance $ 211 $ 139 $ 211 $ 139 Allowance for Credit Losses — Loans and Loan Participations Beginning Balance $ 114 $ 65 $ 125 $ 96 Provision for credit losses 326 294 1,082 554 Realized losses (329) (276) (1,096) (567) Ending Balance $ 111 $ 83 $ 111 $ 83 Changes in Carrying Value — Loans and Loan Participations Beginning Balance $ 5,065 $ 5,577 $ 5,333 $ 5,130 Purchases, net(a) 328 568 1,170 1,487 Proceeds from principal repayments, net (413) (351) (832) (625) Accretion of loan discount 53 44 118 106 Provision for credit losses (326) (294) (1,082) (554) Ending Balance $ 4,707 $ 5,544 $ 4,707 $ 5,544 a. During the three and six months ended June 30, 2020, Sunlight purchased (i) 5.0% participation interests in 229 and 665 loans with an aggregate UPB of $0.3 million and $1.0 million as well as (ii) 10 and 24 Indirect Channel Loans with an aggregate UPB of $0.2 million and $0.5 million, respectively. During the three and six months ended June 30, 2021, Sunlight purchased (i) 5.0% participation interests in 0 and 54 loans with an aggregate UPB of $0.0 million and $0.1 million as well as (ii) 17 and 51 Indirect Channel Loans with an aggregate UPB of $0.3 million and $1.1 million, respectively. |
Summary of concentration of advances, by counterparty | June 30, 2021 December 31, 2020 Amount Amount Contractor Outstanding % of Total Outstanding % of Total 1 $ 11,059 27.0 % $ 10,429 29.5 % 2 5,642 13.8 6,425 18.1 3 4,998 12.2 295 0.8 4 2,989 7.3 141 0.4 5 2,934 7.2 — — 6 1,690 4.1 437 1.2 7 1,501 3.7 1,812 5.1 8 500 1.2 257 0.7 9 481 1.2 36 0.1 10 445 1.1 — — Other (a) 8,740 21.2 15,569 44.1 $ 40,979 100.0 % $ 35,401 100.0 % a. At June 30, 2021 and December 31, 2020, Sunlight recorded advances receivable from 125 and 131 counterparties not individually listed in the table above with average balances of $0.1 million and $0.1 million, respectively. At December 31, 2020, Sunlight recorded advances receivable from individual counterparties of $2.6 million, $0.7 million, $0.6 million, $0.6 million, and $0.5 million that represent the largest advance concentrations included in “Other,” based on the amount outstanding. |
Advance. | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of allocation of advance amount outstanding based on internal risk ratings | Total Amount % of Amount Risk Tier (a) Contractors Outstanding Outstanding June 30, 2021 1 Low risk 74 $ 23,783 58.0 % 2 Low-to-medium risk 55 17,013 41.5 3 Medium risk 4 157 0.4 4 Medium-to-high risk — — — 5 Higher risk 2 26 0.1 135 $ 40,979 100.0 % December 31, 2020 1 Low risk 78 $ 18,072 51.0 % 2 Low-to-medium risk 56 16,700 47.2 3 Medium risk 4 604 1.7 4 Medium-to-high risk — — — 5 Higher risk 3 25 0.1 141 $ 35,401 100.0 % a. At June 30, 2021 and December 31, 2020, the average risk rating of Sunlight’s advances was 1.4 (“low risk”) and 1.5 (“low-to-medium risk”), weighted by total advance amounts outstanding. |
Summary of payment status of advances held | Amount % of Amount Payment Delinquency Outstanding Outstanding June 30, 2021 Current $ 39,418 96.2 % Less than 30 days 833 2.0 30 days 90 0.2 60 days 128 0.3 90+ days (a) 510 1.3 $ 40,979 100.0 % December 31, 2020 Current $ 29,132 82.3 % Less than 30 days 3,137 8.9 30 days 1,424 4.0 60 days 672 1.9 90+ days (a) 1,036 2.9 $ 35,401 100.0 % a. As further discussed in Note 2, Sunlight generally evaluates amounts delinquent for 90 days or more for impairment. Advances to contractors may remain outstanding as a result of operational and various other factors that are unrelated to the contractor’s creditworthiness. Sunlight assessed advances 90 days or more, along with other factors that included the contractor’s risk tier and historical loss experience, and established loss allowances of $0.2 million and $0.1 million at June 30, 2021 and December 31, 2020, respectively. |
Loans and Loan Participations | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Summary of financing receivables and changes thereto | June 30, 2021 December 31, 2020 State UPB % of Total UPB % of Total Texas $ 1,055 18.8 % $ 1,203 18.9 % California 985 17.6 1,111 17.5 Florida 489 8.7 555 8.7 New York 365 6.5 403 6.3 New Jersey 339 6.1 376 5.9 Arizona 259 4.6 312 4.9 Pennsylvania 236 4.2 274 4.3 Massachusetts 212 3.8 223 3.5 Missouri 207 3.7 228 3.6 South Carolina 203 3.6 234 3.7 Other (a) 1,249 22.4 1,432 22.7 $ 5,599 100.0 % $ 6,351 100.0 % a. Sunlight only participates in residential solar loans originated within the United States, including 31 and 31 states not individually listed in the table above, none of which individually amount to more than 2.6% and 2.7% of the UPB at June 30, 2021 and December 31, 2020, respectively . |
Summary of payment status of advances held | Loan Participations Bank Partner Loans Total Payment Delinquency (a) Loans UPB Loans UPB Loans UPB % of UPB June 30, 2021 Current 4,086 $ 5,041 18 $ 347 4,104 $ 5,388 96.2 % Less than 30 days 124 177 — — 124 177 3.2 30 days 11 14 — — 11 14 0.3 60 days 5 10 — — 5 10 0.2 90+ days 9 10 — — 9 10 0.1 4,235 $ 5,252 18 $ 347 4,253 $ 5,599 100.0 % December 31, 2020 Current 4,409 $ 5,760 16 $ 319 4,425 $ 6,079 95.7 % Less than 30 days 116 174 — — 116 174 2.7 30 days 22 38 1 23 23 61 1.0 60 days 7 11 — — 7 11 0.2 90+ days 10 14 1 12 11 26 0.4 4,564 $ 5,997 18 $ 354 4,582 $ 6,351 100.0 % a. As further described in Note 2, Sunlight places loans delinquent greater than 90 days on nonaccrual status. Such Loans had carrying values of $0.0 million and $0.0 million at June 30, 2021 and December 31, 2020, respectively. Sunlight does not consider the average carrying values and interest income recognized (including interest income recognized using a cash-basis method) material for the three and six months ended June 30, 2021 and 2020. |
Derivatives (Tables)_2
Derivatives (Tables) - Sunlight | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Derivative Assets at Fair Value | Sunlight’s derivative asset is recorded at fair value in the accompanying Condensed Consolidated Balance Sheets as follows: Balance Sheet June 30, December 31, Location 2021 2020 Contract derivative 1 Other assets $ 415 $ 1,435 Contract derivative 2 Other assets 233 — $ 648 $ 1,435 The following table summarizes notional amounts related to derivatives: June 30, December 31, 2021 2020 Contract derivative 1 (a) $ 27,143 $ 59,770 Contract derivative 2 (b) 23,928 n.a. a. Represents the carrying value of Indirect Channel Loans for the purchase and installation of home improvements other than residential solar energy systems held by Sunlight’s Bank Partner. b . Represents the unpaid principal balance of the Loans at time of sale to the Indirect Channel Loan Purchaser for which Sunlight is entitled to income in the event of prepayment of the Indirect Channel Loan. |
Schedule of derivative instrument | The following table summarizes all income (loss) recorded in relation to derivatives: For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Change in fair value of contract derivatives, net Contract derivative 1 $ 28 $ 184 $ (1,020) $ 455 Contract derivative 2 41 n.a. 233 n.a. $ 69 $ 184 $ (787) $ 455 Realized gains on contract derivatives, net Contract derivative 1 $ 678 $ 89 $ 2,945 $ 121 Contract derivative 2 41 n.a. 41 n.a. $ 719 $ 89 $ 2,986 $ 121 |
Debt Obligations (Tables)_2
Debt Obligations (Tables) - Sunlight | 6 Months Ended |
Jun. 30, 2021 | |
Summary of debt | Debt consists of the following: June 30, 2021 Weighted December 31, Average 2020 Outstanding Maximum Final Month Face Carrying Facility Stated Funding Life Carrying Issued Amount Value (a) Size (b) Maturity Cost (b) (Years) Value (a) Revolving credit facility (c) Apr 2021 $ 20,613 $ 20,613 $ 30,000 Apr 2023 5.9 % 1.8 $ 14,625 a. Excludes $0.5 million and $0.0 million of unamortized deferred financing costs on a revolving credit facility, included in “Other Assets” in the accompanying Condensed Consolidated Balance Sheets, at June 30, 2021 and December 31, 2020, respectively. b. Includes annualized, unamortized deferred financing costs, as a percentage of the maximum facility size. c. In March 2016, Sunlight entered into a Loan and Security Agreement with a lender (“Prior Lender”). In May 2019, Sunlight and Prior Lender amended and restated the agreement to provide Sunlight a $15.0 million revolving credit facility (“Prior Facility”). In April 2021, Sunlight paid the Prior Facility in full using proceeds from a Loan and Security Agreement into which Sunlight entered with a Lender and replaced the associated standby letter of credit. Borrowings under the current $30.0 million revolving credit facility, secured by the net assets of Sunlight, bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. The facility includes unused facility costs, and amounts borrowed under this facility are 100% recourse to Sunlight. The carrying value at December 31, 2020 reflects Sunlight’s borrowings under the Prior Facility. |
Summary of activities related to the carrying value of debt obligations | Activities For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Beginning Balance $ 14,625 $ 8,166 $ 14,625 $ 11,811 Borrowings 20,746 3,429 20,746 5,064 Repayments (14,758) (618) (14,758) (5,898) Amortization of deferred financing costs (a) — — — — Ending Balance $ 20,613 $ 10,977 $ 20,613 $ 10,977 a. Excludes $0.0 million and $0.0 million amortization of deferred financing costs included in “Other Assets” in the accompanying Condensed Consolidated Balance Sheets for the three months ended June 30, 2021 and 2020 and $0.0 million and $0.0 million amortization for the six months ended June 30, 2021 and 2020, respectively. Sunlight includes amortization of these costs within “Depreciation and Amortization” in the accompanying Condensed Consolidated Statements of Operations. |
Equity (Tables)_2
Equity (Tables) - Sunlight | 6 Months Ended |
Jun. 30, 2021 | |
Summary of activities related to interests in Sunlight's partnership equity units considered temporary equity | Temporary Equity Activities Class A ‑ 3 Class A ‑ 2 Class A ‑ 1 Month of Issuance Units Units Units Units at December 31, 2019 326,428 195,973 256,966 March 2020 11,768 7,065 9,264 June 2020 12,193 7,320 9,598 September 2020 12,771 7,667 10,053 December 2020 13,235 7,947 10,421 49,967 29,999 39,336 Units at December 31, 2020 376,395 225,972 296,302 March 2021 13,457 8,079 10,593 June 2021 14,094 8,461 11,094 27,551 16,540 21,687 Units at June 30, 2021 403,946 242,512 317,989 |
Summary of warrants | Warrants — At June 30, 2021, Sunlight has authorized Class A Units to cover the exercise of the following outstanding warrants on its partnership equity, all of which were exercisable beginning at the date of issuance: Exercise Price per Unit Underlying Unit Weighted Class Date of Issuance Minimum Maximum Average (a) Units A‑1 Mar‑ 16 – May $ 78.09 $ 100.00 $ 83.58 2,393 A‑2 Feb‑18 297.99 455.52 360.29 12,491 A‑3 (b) Feb‑21 691.90 691.90 691.90 7,000 a. Aggregate amount payable to Sunlight upon exercise of warrant divided by underlying units deliverable to the warrant holder. b. During the six months ended June 30, 2021, Sunlight issued 7,000 Class A-3 warrants at an exercise price of $691.90 per Class A-3 Unit. |
Summary of equity-based compensation outstanding | Equity-Based Compensation — Sunlight has granted the following outstanding Class C Units and LTIP Units awards (“Compensation Awards”) to certain employees and founders at June 30, 2021: Award Conditions Units (a) Threshold Equity Value (c) Award Class Service (b) (in millions) Class C LTIP Total Authorized C‑1 Units 4 years $ 29.7 52,303 8,721 61,024 61,727 C‑2 Units 4 years 87.0 7,892 8,173 16,065 17,612 C‑2AD Units (d) 4 years 87.0 4,212 4,342 8,554 9,410 C‑3 Units 5 years 165.0 82,700 26,068 108,768 150,000 C‑3AD Units (d) 5 years 165.0 85,602 22,094 107,696 155,853 232,709 69,398 302,107 394,602 a. Net of fully vested awards. b. Awards satisfy service-based award conditions ratably over the service period, starting on the one-year anniversary of the service inception date and monthly thereafter. Except for certain Class C-1 Unit and Class C-2 Unit awards, holders of Compensation Awards must also satisfy performance-based award conditions to vest in their award, which require Sunlight’s equity to exceed the respective Threshold Equity Value for such award. Sunlight expenses the grant-date fair value of certain Class C-1 Unit and Class C-2 Unit awards that do not require performance-based vesting requirements over the service vesting period as “Compensation and Benefits” in the accompanying Condensed Consolidated Statements of Operations using a “graded-vesting” method. During the three months ended June 30, 2021, Sunlight expensed $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, and $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, during the three months ended June 30, 2020. During the six months ended June 30, 2021, Sunlight expensed $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, and $0.0 million and $0.0 million for Class C Units and LTIP Units, respectively, during the six months ended June 30, 2020. c. Except for Class C-1 Units, the Threshold Equity Value increases in an amount equal to any equity capital raised after the date of each grant. |
Summary of units have not yet satisfied the PIK Vesting Requirement | d. In addition to service- and performance-based award conditions, the vesting of Class C-2AD Unit and Class C-3AD Unit awards are contingent upon the PIK Vesting Requirement. At June 30, 2021, the following Class C Units and LTIP Units have not yet satisfied the PIK Vesting Requirement: Award Class Class C LTIP Total C‑2AD Units — 691 691 C‑3AD Units 39,947 11,262 51,209 39,947 11,953 51,900 |
Summary of activities related to Sunlight's equity-based compensation | Compensation Unit Activities Class C LTIP Per Unit Units Per Unit Units December 31, 2019 $ 14.45 237,318 $ 19.54 64,046 Issued 23.62 1,205 23.62 14,678 Converted to Class C‑1 Units 21.40 (823) 44.16 (1,017) Converted to Class C‑2 Units 11.12 (1,513) 18.46 (2,434) June 30, 2020 14.49 236,187 20.04 75,273 December 31, 2020 $ 14.51 234,403 $ 20.06 71,060 Issued — — — — Converted to Class C‑1 Units 16.19 (181) 18.96 (377) Converted to Class C‑2 Units 11.12 (1,513) 15.64 (1,285) June 30, 2021 14.53 232,709 20.14 69,398 |
Summary of unrecognized compensation expense | Unrecognized Compensation Expense — At June 30, 2021, Sunlight has not yet recognized compensation expense for the following awards: Weighted Average Recognition Class C LTIP Vesting Condition Period Units Amount Units Amount Time-based service 0.4 years — $ — 2,772 $ 18 Performance-based n.a. 160,770 2,215 38,857 888 Multiple (a) n.a. 71,939 1,170 27,769 468 232,709 $ 3,385 69,398 $ 1,374 a. Includes awards where vesting contingent upon at least two conditions: time-based service, performance-based conditions, and the PIK Vesting Requirement. |
Fair Value Measurement (Table_2
Fair Value Measurement (Tables) | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Investments held in Trust Account: U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Derivative warrant liabilities: Private placement warrants $ 16,236,000 Public warrants $ 26,047,500 (1) Excludes $79,316 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Liabilities: Derivative warrant liabilities - Public warrants $ 31,050,000 $ — $ — Derivative warrant liabilities - Private placement warrants — — 20,394,000 Total fair value $ 376,097,393 $ — $ 20,394,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Treasury Securities (1) $ 344,931,000 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants — — 26,047,500 Derivative warrant liabilities – Private placement warrants — — 16,236,000 Total fair value $ 344,931,000 $ — $ 42,283,500 |
Summary of significant assumptions used to value contract derivative | As of As of November 30, 2020 December 31, 2020 Stock Price $9.33 – $10.00 $9.91 – $10.80 Option term (in years) 5.00 5.00 Volatility 25 % 25 % Risk-free interest rate 0.36% – 0.45 % 0.36% – 0.44 % Dividend yield 0 % 0 % Business combination probability 70 % 85 % | As of As of June 30, December 31, 2021 2021 Stock Price 9.99 $ 9.91-$10.80 Option term (in years) 5.00 5.00 Volatility 28 % 27.5 % Risk-free interest rate 0.87 % 0.36%-0.44 % Dividend yield 0 % 0 % Business combination probability 100 % 85 % |
Sunlight | ||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | Principal Balance or Notional Carrying Fair Value Amount Value Level 1 Level 2 Level 3 Total June 30, 2021 Assets: Financing Receivables: Loan participations, held-for-investment $ 5,252 $ 4,410 $ — $ — $ 4,790 $ 4,790 Loans, held-for-investment 351 297 — — 310 310 Cash and cash equivalents 62,521 62,521 62,521 — — 62,521 Restricted cash 3,861 3,861 3,861 — — 3,861 Contract derivatives 51,072 648 — — 648 648 Liabilities: Debt 20,613 20,613 — — 20,613 20,613 Warrants 9,544 9,708 — — 9,708 9,708 Guarantee obligation n.a. 211 — — 211 211 December 31, 2020 Assets: Financing Receivables: Loan participations, held-for-investment 5,997 5,029 — — 5,140 5,140 Loans, held-for-investment 354 304 — — 310 310 Cash and cash equivalents 49,583 49,583 49,583 — — 49,583 Restricted cash 3,122 3,122 3,122 — — 3,122 Contract derivatives 59,770 1,435 — — 1,435 1,435 Liabilities: Debt 14,625 14,625 — — 14,625 14,625 Warrants 4,700 5,643 — — 5,643 5,643 Guarantee obligation n.a. 839 — — 839 839 | |
Summary of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs | Assets Liabilities Contract Derivatives Warrants December 31, 2020 $ 1,435 $ 5,643 Transfers (a) Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income(b) Included in change in fair value of warrant liabilities — 4,065 Included in change in fair value of contract derivatives, net (787) — Included in realized gains on contract derivatives, net 2,986 — Payments, net (2,986) — June 30, 2021 $ 648 $ 9,708 December 31, 2019 $ — $ 133 Transfers(a) Transfers to Level 3 — — Transfers from Level 3 — — Gains (losses) included in net income(b) Included in change in fair value of warrant liabilities — (29) Included in change in fair value of contract derivatives, net 455 — Included in realized gains on contract derivatives, net 121 — Payments, net (121) — June 30, 2020 $ 455 $ 104 | |
Contract Derivative | Sunlight | ||
Summary of significant assumptions used to value contract derivative | June 30, December 31, 2021 2020 Contract Derivative 1 Discount rate 9.2 % 8.1 % Weighted average life (in years) 0.2 0.3 Contract Derivative 2 Expected prepayment rate 75.0 % n.a. | |
Warrants | ||
Summary of significant assumptions used to value contract derivative | June 30, December 31, Assumption 2021 2020 Cost of equity 22.5 % 22.5 % Volatility 46.0 % 46.0 % Tax rate 26.0 % 26.0 % Term (in years) 3.0 3.0 |
Commitments and Contingencies_8
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Sunlight | |
Summary of aggregate annual minimum future lease payments | At June 30, 2021, the approximate aggregate annual minimum future lease payments required on the operating leases are as follows: July 1, through December 31, 2021 $ 552 2022 1,010 2023 680 2024 700 2025 345 Thereafter — $ 3,287 |
Organization and Business (De_2
Organization and Business (Details) | 6 Months Ended |
Jun. 30, 2021item | |
Sunlight | |
Product Information [Line Items] | |
Number of distint ways for origination of Loans by third-party lenders | 2 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - Sunlight $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Participation interests to be purchased | 5.00% | |
Minimum threshold contractual balance for nonaccrual loans to evaluate individually for impairment | $ | $ 50,000 | $ 50,000 |
Minimum threshold contractual balance for troubled debt restructuring to evaluate individually for impairment | $ | $ 50,000 | $ 50,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Cash and cash equivalents at carrying value (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 16, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | $ 140,205 | $ 715,580 | $ 0 | ||
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows | 140,205 | 715,580 | |||
Sunlight | |||||
Cash and cash equivalents | 62,521,000 | 49,583,000 | |||
Restricted cash and cash equivalents | 3,861,000 | 3,122,000 | |||
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows | $ 66,382,000 | $ 52,705,000 | $ 36,142,000 | $ 51,656,000 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Property plant and equipment (Details) - Sunlight - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | $ 15,395 | $ 15,395 | $ 13,817 | ||
Accumulated amortization and depreciation | (9,702) | (9,702) | (8,092) | ||
Property and equipment, net | 5,693 | 5,693 | 5,725 | ||
Accumulated amortization for capitalized internally developed software costs | 8,700 | 8,700 | 7,200 | ||
Total amortization and depreciation expense on property and equipment | 801 | $ 815 | 1,610 | $ 1,618 | |
Amortized capitalized internally developed software cost | 700 | $ 700 | $ 1,400 | $ 1,500 | |
Furniture, fixtures, and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Property and equipment, Gross | 555 | $ 555 | 555 | ||
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life | 5 years | ||||
Property and equipment, Gross | 1,034 | $ 1,034 | 868 | ||
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | 13,385 | 13,385 | 11,973 | ||
Capitalized internally developed software costs | 13,200 | $ 13,200 | 11,800 | ||
Computer software | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life | 1 year | ||||
Computer software | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated Useful Life | 3 years | ||||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, Gross | $ 421 | $ 421 | $ 421 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Finite lived intangible assets amortization expense (Details) - Sunlight $ in Thousands | Jun. 30, 2021USD ($) |
July 1, through December 31, 2021 | $ 1,338 |
2022 | 1,969 |
2023 | 1,044 |
2024 | 162 |
Aggregate annual amortization expense for capitalized internally developed software costs | $ 4,513 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Funding Commitments, Guarantees and Distributions Payable (Details) - Sunlight - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Funding commitments | $ 22,164 | $ 22,164 | $ 18,386 | ||
Distributions payable | 7,522 | ||||
Realized Gains on Contract Derivative, Net | $ 719 | $ 89 | $ 2,986 | $ 121 | |
Class A-1 Units | |||||
Distributions payable | $ 1,300 | ||||
Accrued distributions per unit | $ 4.38 | ||||
Class A-2 Units | |||||
Distributions payable | $ 1,200 | ||||
Accrued distributions per unit | $ 5.33 | ||||
Class A-3 Units | |||||
Distributions payable | $ 5,000 | ||||
Accrued distributions per unit | $ 13.34 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Revenue Recognition (Details) - Sunlight - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 26,203 | $ 10,199 | $ 50,990 | $ 23,272 |
Administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from affiliates | 0 | 0 | 100 | 100 |
Sunlight's facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate | Administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 26,203 | 10,199 | 50,990 | 23,272 |
Platform fees, net | Sunlight's facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate | Administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,112 | 9,599 | 48,774 | 22,082 |
Other revenues | Sunlight's facilitation of the sale of Indirect Channel Loans from its Bank Partner to an affiliate | Administrative services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,091 | $ 600 | $ 2,216 | $ 1,190 |
Financing Receivables - Compone
Financing Receivables - Components (Details) - Sunlight - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amounts outstanding | $ 46,578 | $ 41,752 | |
Unamortized discount | (781) | (893) | |
Allowance for credit losses | (322) | (246) | |
Carrying value | $ 45,475 | 40,613 | |
Participation interest in loan pool | 5.00% | ||
Advances | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amounts outstanding | $ 40,979 | 35,401 | |
Allowance for credit losses | (211) | (121) | |
Carrying value | 40,768 | 35,280 | |
Loans and Loan Participation | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amounts outstanding | 5,599 | 6,351 | |
Unamortized discount | (781) | (893) | |
Allowance for credit losses | (111) | (125) | |
Carrying value | 4,707 | 5,333 | |
Residential solar loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amounts outstanding | $ 5,300 | $ 6,000 | |
Participation interest in loan pool | 5.00% | 5.00% | 5.00% |
Indirect Channel Loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Amounts outstanding | $ 300 | $ 400 |
Financing Receivables - Changes
Financing Receivables - Changes (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)loan | Jun. 30, 2020USD ($)loan | Jun. 30, 2021USD ($)loan | Jun. 30, 2020USD ($)loan | Dec. 31, 2020USD ($) | |
Advances | Sunlight | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Beginning Balance | $ 101 | $ 79 | $ 121 | $ 215 | $ 215 |
Provision for credit losses | 110 | 60 | 90 | (76) | |
Ending Balance | 211 | 139 | 211 | 139 | 121 |
Financing Receivable [Roll Forward] | |||||
Provision for credit losses | (110) | (60) | (90) | 76 | |
Loans and Loan Participation | Sunlight | |||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Beginning Balance | 114 | 65 | 125 | 96 | 96 |
Provision for credit losses | 326 | 294 | 1,082 | 554 | |
Realized losses | (329) | (276) | (1,096) | (567) | |
Ending Balance | 111 | 83 | 111 | 83 | 125 |
Financing Receivable [Roll Forward] | |||||
Beginning Balance | 5,065 | 5,577 | 5,333 | 5,130 | 5,130 |
Purchases, net | 328 | 568 | 1,170 | 1,487 | |
Proceeds from principal repayments, net | (413) | (351) | (832) | (625) | |
Accretion of loan discount | 53 | 44 | 118 | 106 | |
Provision for credit losses | (326) | (294) | (1,082) | (554) | |
Ending Balance | $ 4,707 | 5,544 | 4,707 | 5,544 | $ 5,333 |
Residential solar loans | |||||
Financing Receivable [Roll Forward] | |||||
Number of loans purchased | loan | 0 | ||||
Residential solar loans | Sunlight | |||||
Financing Receivable [Roll Forward] | |||||
Purchases, net | $ 0 | $ 300 | $ 100 | $ 1,000 | |
Number of loans purchased | loan | 229 | 54 | 665 | ||
Indirect Channel Loans | Sunlight | |||||
Financing Receivable [Roll Forward] | |||||
Purchases, net | $ 300 | $ 200 | $ 1,100 | $ 500 | |
Number of loans purchased | loan | 17 | 10 | 51 | 24 |
Financing Receivables - Risk _2
Financing Receivables - Risk Ratings (Details) - Sunlight $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)item | Dec. 31, 2020USD ($)item | |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
UPB | $ 46,578 | $ 41,752 |
Advances | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Contractors | item | 135 | 141 |
UPB | $ 40,979 | $ 35,401 |
Average risk rating | 1.4 | 1.5 |
Advances | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
% of amount outstanding | 100.00% | 100.00% |
Advances | Low risk | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Contractors | item | 74 | 78 |
UPB | $ 23,783 | $ 18,072 |
Advances | Low risk | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
% of amount outstanding | 58.00% | 51.00% |
Advances | Low-to-medium risk | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Contractors | item | 55 | 56 |
UPB | $ 17,013 | $ 16,700 |
Advances | Low-to-medium risk | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
% of amount outstanding | 41.50% | 47.20% |
Advances | Medium risk | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Contractors | item | 4 | 4 |
UPB | $ 157 | $ 604 |
Advances | Medium risk | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
% of amount outstanding | 0.40% | 1.70% |
Advances | Higher risk | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Contractors | item | 2 | 3 |
UPB | $ 26 | $ 25 |
Advances | Higher risk | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
% of amount outstanding | 0.10% | 0.10% |
Financing Receivables - Aging o
Financing Receivables - Aging of Advances (Details) - Sunlight - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 46,578 | $ 41,752 |
Advances | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | 40,979 | 35,401 |
Allowance for credit losses | $ 200 | $ 100 |
Advances | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 100.00% | 100.00% |
Advances | Current | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 39,418 | $ 29,132 |
Advances | Current | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 96.20% | 82.30% |
Advances | Less than 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 833 | $ 3,137 |
Advances | Less than 30 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 2.00% | 8.90% |
Advances | 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 90 | $ 1,424 |
Advances | 30 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 0.20% | 4.00% |
Advances | 60 days | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 128 | $ 672 |
Advances | 60 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 0.30% | 1.90% |
Advances | 90+ days | ||
Financing Receivable, Past Due [Line Items] | ||
Amounts outstanding | $ 510 | $ 1,036 |
Advances | 90+ days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of amount outstanding | 1.30% | 2.90% |
Financing Receivables - Conce_3
Financing Receivables - Concentrations by Counterparty (Details) - Sunlight $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 46,578 | $ 41,752 |
Advances receivable, number of counterparties not individually disclosed | customer | 125 | 131 |
Customer Concentration Risk | Financing Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Average balance | $ 100 | $ 100 |
Advances | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 40,979 | 35,401 |
Advances | Contractor 1 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 11,059 | 10,429 |
Advances | Contractor 2 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 5,642 | 6,425 |
Advances | Contractor 3 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 4,998 | 295 |
Advances | Contractor 4 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 2,989 | 141 |
Advances | Contractor 5 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 2,934 | |
Advances | Contractor 6 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 1,690 | 437 |
Advances | Contractor 7 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 1,501 | 1,812 |
Advances | Contractor 8 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 500 | 257 |
Advances | Contractor 9 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 481 | 36 |
Advances | Contractor 10 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 445 | |
Advances | Other Contractors | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 8,740 | $ 15,569 |
Advances | Customer Concentration Risk | Financing Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 100.00% | 100.00% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 1 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 27.00% | 29.50% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 2 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 13.80% | 18.10% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 3 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 12.20% | 0.80% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 4 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 7.30% | 0.40% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 5 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 7.20% | |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 6 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 4.10% | 1.20% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 7 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 3.70% | 5.10% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 8 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 1.20% | 0.70% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 9 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 1.20% | 0.10% |
Advances | Customer Concentration Risk | Financing Receivable | Contractor 10 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 1.10% | |
Advances | Customer Concentration Risk | Financing Receivable | Other Contractors | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 21.20% | 44.10% |
Advances | Customer Concentration Risk | Financing Receivable | Largest Other Contractors - A | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 2,600 | |
Advances | Customer Concentration Risk | Financing Receivable | Largest Other Contractors - B | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 700 | |
Advances | Customer Concentration Risk | Financing Receivable | Largest Other Contractors - C | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 600 | |
Advances | Customer Concentration Risk | Financing Receivable | Largest Other Contractors - D | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 600 | |
Advances | Customer Concentration Risk | Financing Receivable | Largest Other Contractors - E | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 500 |
Financing Receivables - Aging_2
Financing Receivables - Aging of Loans and Loan Participations (Details) - Sunlight $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)loan | Dec. 31, 2020USD ($)loan | |
Financing Receivable, Past Due [Line Items] | ||
UPB | $ 46,578 | $ 41,752 |
Loans in nonaccrual status | $ 0 | $ 0 |
Loans and Loan Participation | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 4,253 | 4,582 |
UPB | $ 5,599 | $ 6,351 |
Loans and Loan Participation | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 100.00% | 100.00% |
Loans and Loan Participation | Current | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 4,104 | 4,425 |
UPB | $ 5,388 | $ 6,079 |
Loans and Loan Participation | Current | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 96.20% | 95.70% |
Loans and Loan Participation | Less than 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 124 | 116 |
UPB | $ 177 | $ 174 |
Loans and Loan Participation | Less than 30 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 3.20% | 2.70% |
Loans and Loan Participation | 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 11 | 23 |
UPB | $ 14 | $ 61 |
Loans and Loan Participation | 30 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 0.30% | 1.00% |
Loans and Loan Participation | 60 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 5 | 7 |
UPB | $ 10 | $ 11 |
Loans and Loan Participation | 60 days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 0.20% | 0.20% |
Loans and Loan Participation | 90+ days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 9 | 11 |
UPB | $ 10 | $ 26 |
Loans and Loan Participation | 90+ days | Customer Concentration Risk | Financing Receivable | ||
Financing Receivable, Past Due [Line Items] | ||
% of UPB | 0.10% | 0.40% |
Loan Participations | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 4,235 | 4,564 |
UPB | $ 5,252 | $ 5,997 |
Loan Participations | Current | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 4,086 | 4,409 |
UPB | $ 5,041 | $ 5,760 |
Loan Participations | Less than 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 124 | 116 |
UPB | $ 177 | $ 174 |
Loan Participations | 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 11 | 22 |
UPB | $ 14 | $ 38 |
Loan Participations | 60 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 5 | 7 |
UPB | $ 10 | $ 11 |
Loan Participations | 90+ days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 9 | 10 |
UPB | $ 10 | $ 14 |
Bank Partner Loans | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 18 | 18 |
UPB | $ 347 | $ 354 |
Bank Partner Loans | Current | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 18 | 16 |
UPB | $ 347 | $ 319 |
Bank Partner Loans | 30 days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 1 | |
UPB | $ 23 | |
Bank Partner Loans | 90+ days | ||
Financing Receivable, Past Due [Line Items] | ||
Loans | loan | 1 | |
UPB | $ 12 |
Financing Receivables - Conce_4
Financing Receivables - Concentrations by State (Details) - Sunlight $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)state | Dec. 31, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 46,578 | $ 41,752 |
Financing Receivable | Geographic Concentration Risk | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 100.00% | 100.00% |
Financing Receivable | Geographic Concentration Risk | Texas | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 18.80% | 18.90% |
Financing Receivable | Geographic Concentration Risk | California | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 17.60% | 17.50% |
Financing Receivable | Geographic Concentration Risk | Florida | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 8.70% | 8.70% |
Financing Receivable | Geographic Concentration Risk | New York | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 6.50% | 6.30% |
Financing Receivable | Geographic Concentration Risk | New Jersey | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 6.10% | 5.90% |
Financing Receivable | Geographic Concentration Risk | Arizona | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 4.60% | 4.90% |
Financing Receivable | Geographic Concentration Risk | Pennsylvania | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 4.20% | 4.30% |
Financing Receivable | Geographic Concentration Risk | Massachusetts | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 3.80% | 3.50% |
Financing Receivable | Geographic Concentration Risk | Missouri | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 3.70% | 3.60% |
Financing Receivable | Geographic Concentration Risk | South Carolina | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 3.60% | 3.70% |
Financing Receivable | Geographic Concentration Risk | Other State | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
% of total | 22.40% | 22.70% |
Loans and Loan Participation | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 5,599 | $ 6,351 |
Loans and Loan Participation | Texas | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 1,055 | 1,203 |
Loans and Loan Participation | California | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 985 | 1,111 |
Loans and Loan Participation | Florida | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 489 | 555 |
Loans and Loan Participation | New York | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 365 | 403 |
Loans and Loan Participation | New Jersey | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 339 | 376 |
Loans and Loan Participation | Arizona | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 259 | 312 |
Loans and Loan Participation | Pennsylvania | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 236 | 274 |
Loans and Loan Participation | Massachusetts | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 212 | 223 |
Loans and Loan Participation | Missouri | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 207 | 228 |
Loans and Loan Participation | South Carolina | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | 203 | 234 |
Loans and Loan Participation | Other State | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Amounts outstanding | $ 1,249 | $ 1,432 |
Loans and Loan Participation | Financing Receivable | Geographic Concentration Risk | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of states listed individually disclosed | state | 31 | |
Number of states not individually disclosed | state | 31 | |
Threshold percentage for disclosing individually | 2.60% | 2.70% |
Derivatives - Balance Sheet Loc
Derivatives - Balance Sheet Location and Notional Amounts (Details) $ in Thousands | Jun. 30, 2021USD ($)agreement | Dec. 31, 2020USD ($) |
Derivatives, Fair Value [Line Items] | ||
Number of agreement | agreement | 2 | |
Sunlight | ||
Derivatives, Fair Value [Line Items] | ||
Contract derivatives | $ 648 | $ 1,435 |
Contract derivative 1 | Sunlight | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | 27,143 | 59,770 |
Contract derivative 2 | Sunlight | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | 23,928 | |
Other assets | Contract derivative 1 | Sunlight | ||
Derivatives, Fair Value [Line Items] | ||
Contract derivatives | 415 | $ 1,435 |
Other assets | Contract derivative 2 | Sunlight | ||
Derivatives, Fair Value [Line Items] | ||
Contract derivatives | $ 233 |
Derivatives - Income (Loss) (De
Derivatives - Income (Loss) (Details) - Sunlight - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of contract derivatives, net | $ (69) | $ (184) | $ 787 | $ (455) |
Realized gains on contract derivatives, net | 719 | 89 | 2,986 | 121 |
Contract derivative 1 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of contract derivatives, net | (28) | (184) | 1,020 | (455) |
Realized gains on contract derivatives, net | 678 | $ 89 | 2,945 | $ 121 |
Contract derivative 2 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of contract derivatives, net | (41) | (233) | ||
Realized gains on contract derivatives, net | $ 41 | $ 41 |
Debt Obligations - Components (
Debt Obligations - Components (Details) - Sunlight - USD ($) $ in Thousands | 6 Months Ended | |||||||
Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | May 31, 2019 | |
Line of Credit Facility [Line Items] | ||||||||
Outstanding face amount/Carrying value | $ 20,613 | $ 14,625 | $ 14,625 | $ 10,977 | $ 8,166 | $ 11,811 | ||
Recourse percentage of debt | 100.00% | |||||||
Revolving credit facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Outstanding face amount/Carrying value | $ 20,613 | |||||||
Carrying Value | 20,613 | 14,625 | ||||||
Maximum Facility Size | $ 30,000 | $ 30,000 | $ 15,000 | |||||
Debt Instrument, Term | 1 year 9 months 18 days | |||||||
Weighted average funding cost | 5.90% | |||||||
Revolving credit facility | Other assets | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Unamortized deferred financing costs | $ 500 | $ 0 |
Debt Obligations - Activity (De
Debt Obligations - Activity (Details) - Sunlight - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Line Of Credit Facility [Roll Forward] | |||||
Beginning Balance | $ 14,625 | $ 8,166 | $ 14,625 | $ 11,811 | $ 11,811 |
Borrowings | 20,746 | 3,429 | 20,746 | 5,064 | |
Repayments | (14,758) | (618) | (14,758) | (5,898) | |
Amortization of deferred financing costs | 0 | 0 | 0 | 0 | |
Ending Balance | 20,613 | $ 10,977 | 20,613 | $ 10,977 | $ 14,625 |
Revolving credit facility | |||||
Line Of Credit Facility [Roll Forward] | |||||
Ending Balance | $ 20,613 | $ 20,613 |
Equity (Details)_2
Equity (Details) - Sunlight - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Preferred class A-3 unit members' capital. | ||||||||
Class of Stock [Line Items] | ||||||||
Balance (in shares) | 376,395 | 326,428 | 376,395 | 326,428 | ||||
Units issued during the period | 14,094 | 13,457 | 13,235 | 12,771 | 12,193 | 11,768 | 27,551 | 49,967 |
Balance (in shares) | 403,946 | 376,395 | 403,946 | 376,395 | ||||
Preferred class A-2 unit members capital | ||||||||
Class of Stock [Line Items] | ||||||||
Balance (in shares) | 225,972 | 195,973 | 225,972 | 195,973 | ||||
Units issued during the period | 8,461 | 8,079 | 7,947 | 7,667 | 7,320 | 7,065 | 16,540 | 29,999 |
Balance (in shares) | 242,512 | 225,972 | 242,512 | 225,972 | ||||
Preferred class A-1 unit members' capital. | ||||||||
Class of Stock [Line Items] | ||||||||
Balance (in shares) | 296,302 | 256,966 | 296,302 | 256,966 | ||||
Units issued during the period | 11,094 | 10,593 | 10,421 | 10,053 | 9,598 | 9,264 | 21,687 | 39,336 |
Balance (in shares) | 317,989 | 296,302 | 317,989 | 296,302 |
Equity - Preferred units (Det_2
Equity - Preferred units (Details) - Sunlight | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Class A Units | |
Class of Stock [Line Items] | |
Preferred return (as a percent) | 14.50% |
Preferred class A-1 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | $ 12.50 |
Preferred class A-2 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | 15.22 |
Preferred class A-3 unit members' capital | |
Class of Stock [Line Items] | |
Preferred return (per unit) | $ 24.06 |
Equity - Subordinated units (_2
Equity - Subordinated units (Details) - Class B Units - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Number of units cancelled | 0 | 0 | ||
Sunlight | ||||
Class of Stock [Line Items] | ||||
Number of units issued | 0 | 0 | ||
Number of units redeemed | 0 | 0 | ||
Number of units cancelled | 0 | 0 |
Equity - Warrants (Details)_2
Equity - Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | $ 1 |
Sunlight | Class A-1 warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | shares | 2,393 |
Sunlight | Class A-2 warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | shares | 12,491 |
Sunlight | Class A-3 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | $ 691.90 |
Number of warrants outstanding | shares | 7,000 |
Number of warrants issued during the period | shares | 7,000 |
Minimum [Member] | Sunlight | Class A-1 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | $ 78.09 |
Minimum [Member] | Sunlight | Class A-2 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 297.99 |
Minimum [Member] | Sunlight | Class A-3 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 691.90 |
Maximum [Member] | Sunlight | Class A-1 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 100 |
Maximum [Member] | Sunlight | Class A-2 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 455.52 |
Maximum [Member] | Sunlight | Class A-3 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 691.90 |
Weighted Average | Sunlight | Class A-1 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 83.58 |
Weighted Average | Sunlight | Class A-2 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | 360.29 |
Weighted Average | Sunlight | Class A-3 warrants | |
Class of Warrant or Right [Line Items] | |
Exercise Price per Unit | $ 691.90 |
Equity - Equity based compens_2
Equity - Equity based compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period after which service period has started | 1 year | |||||
Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 302,107 | 302,107 | ||||
Units authorized | 394,602 | 394,602 | ||||
Period after which service period has started | 1 year | |||||
Sunlight | Class C | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 232,709 | 236,187 | 232,709 | 236,187 | 234,403 | 237,318 |
Sunlight | LTIP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 69,398 | 75,273 | 69,398 | 75,273 | 71,060 | 64,046 |
Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 232,709 | 232,709 | ||||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 69,398 | 69,398 | ||||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
C-1 Units | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service term ( in years) | 4 years | |||||
Threshold Equity Value | $ 29.7 | $ 29.7 | ||||
Units outstanding | 61,024 | 61,024 | ||||
Units authorized | 61,727 | 61,727 | ||||
C-1 Units | Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 52,303 | 52,303 | ||||
C-1 Units | LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 8,721 | 8,721 | ||||
C-2 Units | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service term ( in years) | 4 years | |||||
Threshold Equity Value | $ 87 | $ 87 | ||||
Units outstanding | 16,065 | 16,065 | ||||
Units authorized | 17,612 | 17,612 | ||||
C-2 Units | Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 7,892 | 7,892 | ||||
C-2 Units | LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 8,173 | 8,173 | ||||
C-2 AD Units | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service term ( in years) | 4 years | |||||
Threshold Equity Value | $ 87 | $ 87 | ||||
Units outstanding | 8,554 | 8,554 | ||||
Units authorized | 9,410 | 9,410 | ||||
C-2 AD Units | Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 4,212 | 4,212 | ||||
C-2 AD Units | LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 4,342 | 4,342 | ||||
C-3 Units | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service term ( in years) | 5 years | |||||
Threshold Equity Value | $ 165 | $ 165 | ||||
Units outstanding | 108,768 | 108,768 | ||||
Units authorized | 150,000 | 150,000 | ||||
C-3 Units | Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 82,700 | 82,700 | ||||
C-3 Units | LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 26,068 | 26,068 | ||||
C-3 AD Units | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service term ( in years) | 5 years | |||||
Threshold Equity Value | $ 165 | $ 165 | ||||
Units outstanding | 107,696 | 107,696 | ||||
Units authorized | 155,853 | 155,853 | ||||
C-3 AD Units | Class C | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 85,602 | 85,602 | ||||
C-3 AD Units | LTIP | Sunlight | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units outstanding | 22,094 | 22,094 |
Equity - Addition to service _2
Equity - Addition to service and perfomance based award (Details) - Sunlight | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 51,900 |
Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 39,947 |
LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 11,953 |
C-2AD Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 691 |
C-2AD Units | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 691 |
C-3AD Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 51,209 |
C-3AD Units | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 39,947 |
C-3AD Units | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of units that have not yet satisfied the PIK Vesting Requirement | 11,262 |
Equity - Compensation Awards Ac
Equity - Compensation Awards Activity (Details) - Sunlight - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Units | |||
Balance at the end | 302,107 | ||
LTIP | |||
Per Unit | |||
Balance at the beginning (in dollars per unit) | $ 20.06 | $ 19.54 | $ 19.54 |
Issued (in dollars per unit) | 23.62 | ||
Balance at the end (in dollars per unit) | $ 20.14 | $ 20.04 | $ 20.06 |
Units | |||
Balance at the beginning | 71,060 | 64,046 | 64,046 |
Issued | 14,678 | ||
Balance at the end | 69,398 | 75,273 | 71,060 |
Class C | |||
Per Unit | |||
Balance at the beginning (in dollars per unit) | $ 14.51 | $ 14.45 | $ 14.45 |
Issued (in dollars per unit) | 23.62 | ||
Balance at the end (in dollars per unit) | $ 14.53 | $ 14.49 | $ 14.51 |
Units | |||
Balance at the beginning | 234,403 | 237,318 | 237,318 |
Issued | 1,205 | ||
Balance at the end | 232,709 | 236,187 | 234,403 |
C-1 Units | |||
Units | |||
Balance at the end | 61,024 | ||
C-1 Units | LTIP | |||
Per Unit | |||
Converted (in dollars per unit) | $ 18.96 | $ 44.16 | |
Units | |||
Converted | (377) | (1,017) | |
C-1 Units | Class C | |||
Per Unit | |||
Converted (in dollars per unit) | $ (16.19) | $ 21.40 | |
Units | |||
Converted | (181) | (823) | |
C-2 Units | |||
Units | |||
Balance at the end | 16,065 | ||
C-2 Units | LTIP | |||
Per Unit | |||
Converted (in dollars per unit) | $ 15.64 | $ 18.46 | |
Units | |||
Converted | (1,285) | (2,434) | |
C-2 Units | Class C | |||
Per Unit | |||
Converted (in dollars per unit) | $ 11.12 | $ 11.12 | |
Units | |||
Converted | (1,513) | (1,513) |
Equity - Unrecognized Compens_2
Equity - Unrecognized Compensation Expense (Details) - Sunlight $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Compensation Awards | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 1,374 |
Units (in shares) | shares | 69,398 |
Compensation Awards | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 3,385 |
Units (in shares) | shares | 232,709 |
Time-based service | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average recognition period | 4 months 24 days |
Time-based service | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 18 |
Units (in shares) | shares | 2,772 |
Performance-based. | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 888 |
Units (in shares) | shares | 38,857 |
Performance-based. | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 2,215 |
Units (in shares) | shares | 160,770 |
Multiple | LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 468 |
Units (in shares) | shares | 27,769 |
Multiple | Class C | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amount | $ | $ 1,170 |
Units (in shares) | shares | 71,939 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Financing Receivables: | ||
Cash equivalents held in Trust Account | $ 344,931,000 | |
Sunlight | ||
Financing Receivables: | ||
Contract derivative | $ 648,000 | 1,435,000 |
Sunlight | Principal Balance or Notional Amount | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 5,252,000 | 5,997,000 |
Loans, held-for-investment | 351,000 | 354,000 |
Cash equivalents held in Trust Account | 62,521,000 | 49,583,000 |
Restricted cash | 3,861,000 | 3,122,000 |
Contract derivative | 51,072,000 | 59,770,000 |
Liabilities: | ||
Debt | 20,613,000 | 14,625,000 |
Warrants | 9,544,000 | 4,700,000 |
Carrying Value | Sunlight | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 4,410,000 | 5,029,000 |
Loans, held-for-investment | 297,000 | 304,000 |
Cash equivalents held in Trust Account | 62,521,000 | 49,583,000 |
Restricted cash | 3,861,000 | 3,122,000 |
Contract derivative | 648,000 | 1,435,000 |
Liabilities: | ||
Debt | 20,613,000 | 14,625,000 |
Warrants | 9,708,000 | 5,643,000 |
Guarantee obligation | 211,000 | 839,000 |
Fair Value | Sunlight | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 4,790,000 | 5,140,000 |
Loans, held-for-investment | 310,000 | 310,000 |
Cash equivalents held in Trust Account | 62,521,000 | 49,583,000 |
Restricted cash | 3,861,000 | 3,122,000 |
Contract derivative | 648,000 | 1,435,000 |
Liabilities: | ||
Debt | 20,613,000 | 14,625,000 |
Warrants | 9,708,000 | 5,643,000 |
Guarantee obligation | 211,000 | 839,000 |
Fair Value | Sunlight | Fair Value, Inputs, Level 1 [Member] | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 0 | 0 |
Loans, held-for-investment | 0 | 0 |
Cash equivalents held in Trust Account | 62,521,000 | 49,583,000 |
Restricted cash | 3,861,000 | 3,122,000 |
Contract derivative | 0 | 0 |
Liabilities: | ||
Debt | 0 | 0 |
Warrants | 0 | 0 |
Guarantee obligation | 0 | 0 |
Fair Value | Sunlight | Fair Value, Inputs, Level 2 [Member] | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 0 | 0 |
Loans, held-for-investment | 0 | 0 |
Cash equivalents held in Trust Account | 0 | 0 |
Restricted cash | 0 | 0 |
Contract derivative | 0 | 0 |
Liabilities: | ||
Debt | 0 | 0 |
Warrants | 0 | 0 |
Guarantee obligation | 0 | 0 |
Fair Value | Sunlight | Fair Value, Inputs, Level 3 [Member] | ||
Financing Receivables: | ||
Loan participations, held-for-investment | 4,790,000 | 5,140,000 |
Loans, held-for-investment | 310,000 | 310,000 |
Cash equivalents held in Trust Account | 0 | 0 |
Restricted cash | 0 | 0 |
Contract derivative | 648,000 | 1,435,000 |
Liabilities: | ||
Debt | 20,613,000 | 14,625,000 |
Warrants | 9,708,000 | 5,643,000 |
Guarantee obligation | $ 211,000 | $ 839,000 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - Sunlight - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Contract Derivative | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at the beginning | $ 1,435 | $ 0 | $ 0 |
Transfers | |||
Transfers to Level 3 | 0 | 0 | |
Transfers from Level 3 | 0 | 0 | |
Gains (losses) included in net income | |||
Included in change in fair value of warrant liabilities | 0 | 0 | |
Included in change in fair value of contract derivatives, net | (787) | 455 | |
Included in realized gains on contract derivative, net | 2,986 | 121 | |
Payments, net | (2,986) | (121) | |
Balance at the end | 648 | 455 | 1,435 |
Warrants | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at the beginning | 5,643 | 133 | 133 |
Transfers | |||
Transfers to Level 3 | 0 | 0 | |
Transfers from Level 3 | 0 | 0 | |
Gains (losses) included in net income | |||
Included in change in fair value of warrant liabilities | 4,065 | (29) | |
Included in change in fair value of contract derivatives, net | 0 | 0 | |
Included in realized gains on contract derivative, net | 0 | 0 | |
Payments, net | 0 | 0 | |
Balance at the end | $ 9,708 | $ 104 | $ 5,643 |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation assumptions (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Reasonable estimated probability of the completed business combination (as a percent) | 60 | ||
Sunlight | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Reasonable estimated probability of the completed business combination (as a percent) | 95 | ||
Discount Rate | Sunlight | Contract derivative 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 9.2 | 8.1 | |
Expected prepayment rate | Sunlight | Contract derivative 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 75 | ||
Cost of equity | Sunlight | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 22.5 | 22.5 | |
Volatility | Sunlight | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 46 | 46 | |
Tax rate | Sunlight | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 26 | 26 | |
Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 3 | 5 | |
Term | Sunlight | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 3 | 3 | |
Term | Sunlight | Contract derivative 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contract Derivative Valuation | 0.2 | 0.3 | |
Lack of marketability | Sunlight | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Compensation Unit and Warrant Valuation | 20 | ||
Lack of marketability | Sunlight | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Compensation Unit and Warrant Valuation | 30 |
Transactions with Affiliates _4
Transactions with Affiliates and Affiliated Entities (Details) - Sunlight - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2018 | Sep. 30, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||||
Due to affiliate | $ 761,000 | $ 761,000 | ||||
Due from Affiliates | 1,839,000 | 1,839,000 | ||||
FTV Management V, LLC ("FTV") | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees per quarter | $ 50,000 | |||||
Hudson SL Portfolio Holdings LLC ("HSPH") | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from affiliates | 0 | $ 0 | 100,000 | $ 100,000 | ||
Tiger Infrastructure Partners | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees per quarter | $ 50,000 | |||||
Reimbursement of expenses | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies_9
Commitments and Contingencies (Details) - Sunlight $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)loan | Jun. 30, 2020USD ($)loan | Jun. 30, 2021USD ($)loan | Jun. 30, 2020USD ($)loan | Dec. 31, 2020USD ($) | |
Financing Receivable, Past Due [Line Items] | |||||
Amounts outstanding | $ 46,578 | $ 46,578 | $ 41,752 | ||
Funding Commitments | $ 22,164 | $ 22,164 | $ 18,386 | ||
Number of loans repurchased and written off | loan | 17 | 10 | 51 | 24 | |
Loan repurchased and written off | $ 300 | $ 200 | |||
Liability for loans repurchased | 1,100 | $ 500 | $ 1,100 | $ 500 | |
Maximum potential amount of undiscounted future payments | 55,800 | 55,800 | |||
Payments if all points earned are redeemed | 2,100 | ||||
Liability for rewards program | 1,300 | ||||
Unfunded loan commitment | |||||
Financing Receivable, Past Due [Line Items] | |||||
Amounts outstanding | 186,200 | 186,200 | |||
Advance | |||||
Financing Receivable, Past Due [Line Items] | |||||
Amounts outstanding | 41,000 | 41,000 | |||
Guaranteed loans | |||||
Financing Receivable, Past Due [Line Items] | |||||
Liability for loans repurchased | 200 | 200 | |||
Guaranteed loans | 90+ days | |||||
Financing Receivable, Past Due [Line Items] | |||||
Unpaid principal balance of loans, net of applicable discounts | $ 0 | $ 0 |
Commitments and Contingencie_10
Commitments and Contingencies - Lease contracts (Details) - Sunlight - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Aggregate annual minimum future lease payments | ||||
July 1, through December 31, 2021 | $ 552 | $ 552 | ||
2022 | 1,010 | 1,010 | ||
2023 | 680 | 680 | ||
2024 | 700 | 700 | ||
2025 | 345 | 345 | ||
Total | 3,287 | 3,287 | ||
Operating Lease, Expense | $ 500 | $ 500 | ||
Total lease expense | $ 300 | $ 300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Sunlight $ in Millions | Jul. 09, 2021USD ($)shares |
Subsequent Event [Line Items] | |
Proceeds from merger transaction | $ | $ 49.5 |
Sunlight | |
Subsequent Event [Line Items] | |
Percentage owned | 64.10% |
Class X Units | Sunlight | |
Subsequent Event [Line Items] | |
Units owned (in shares) | shares | 86,373,596 |
Percentage owned | 100.00% |