Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | FirstMark Horizon Acquisition Corp. | |
Trading Symbol | FMAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001822219 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39585 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2547650 | |
Entity Address, Address Line One | 100 5th Ave | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | (212) | |
Local Phone Number | 792-2200 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 41,400,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 270,448 | $ 1,192,781 |
Prepaid expenses | 296,836 | 488,348 |
Total Current Assets | 567,284 | 1,681,129 |
Investments held in Trust Account | 414,024,614 | 414,005,739 |
Total Assets | 414,591,898 | 415,686,868 |
Current liabilities: | ||
Accounts payable | 1,523,603 | |
Accrued expenses | 1,565,503 | 311,002 |
Franchise tax payable | 101,766 | 76,762 |
Total Current Liabilities | 3,190,872 | 387,764 |
Deferred underwriting commissions | 14,490,000 | 14,490,000 |
Derivative warrant liabilities | 26,023,200 | 51,426,800 |
Total Liabilities | 43,704,072 | 66,304,564 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 shares at $10 per share at September 30, 2021 and December 31, 2020 | 414,000,000 | 414,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 shares issued and outstanding (all subject to possible redemption) | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding | 1,035 | 1,035 |
Additional paid-in capital | ||
Accumulated deficit | (43,113,209) | (64,618,731) |
Total Stockholders’ Deficit | (43,112,174) | (64,617,696) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 414,591,898 | $ 415,686,868 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 41,400,000 | 41,400,000 |
Common stock, par share (in Dollars per share) | $ 10 | $ 10 |
Common stock subject to possible redemption par value (in Dollars per share) | 0.0001 | 0.0001 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
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 | 10,350,000 | 10,350,000 |
Common stock, shares outstanding | 10,350,000 | 10,350,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
General and administrative expenses | $ 3,791 | $ 2,403,797 | $ 3,678,958 |
General and administrative expenses - related party | 30,000 | 90,000 | |
Franchise tax expense | 26,351 | 49,863 | 147,995 |
Loss from operations | (30,142) | (2,483,660) | (3,916,953) |
Other income: | |||
Change in fair value of derivative warrant liabilities | 5,576,400 | 25,403,600 | |
Interest and dividends on investments held in Trust Account | 6,361 | 18,875 | |
Net income (loss) | $ (30,142) | $ 3,099,101 | $ 21,505,522 |
Weighted average shares outstanding of Class A common stock, basic and diluted (in Shares) | 41,400,000 | 41,400,000 | |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.06 | $ 0.42 | |
Weighted average shares outstanding Class B common stock, basic and diluted (in Shares) | 10,350,000 | 10,350,000 | 10,350,000 |
Basic and diluted net income per share, Class B common stock (in Dollars per share) | $ 0 | $ 0.06 | $ 0.42 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Aug. 12, 2020 | |||||
Balance (in Shares) at Aug. 12, 2020 | |||||
Balance at Sep. 30, 2020 | $ 1,035 | 23,965 | (30,142) | (5,142) | |
Balance (in Shares) at Sep. 30, 2020 | 10,350,000 | ||||
Issuance of Class B common stock to Sponsors | $ 1,035 | 23,965 | 25,000 | ||
Issuance of Class B common stock to Sponsors (in Shares) | 10,350,000 | ||||
Net income (loss) | (30,142) | (30,142) | |||
Balance at Aug. 12, 2020 | |||||
Balance (in Shares) at Aug. 12, 2020 | |||||
Balance at Dec. 31, 2020 | $ 1,035 | (64,618,731) | (64,617,696) | ||
Balance (in Shares) at Dec. 31, 2020 | 10,350,000 | ||||
Balance at Mar. 31, 2021 | $ 1,035 | (45,889,082) | (45,888,047) | ||
Balance (in Shares) at Mar. 31, 2021 | 10,350,000 | ||||
Net income (loss) | 18,729,649 | 18,729,649 | |||
Balance at Dec. 31, 2020 | $ 1,035 | (64,618,731) | (64,617,696) | ||
Balance (in Shares) at Dec. 31, 2020 | 10,350,000 | ||||
Balance at Jun. 30, 2021 | $ 1,035 | (46,212,310) | (46,211,275) | ||
Balance (in Shares) at Jun. 30, 2021 | 10,350,000 | ||||
Balance at Mar. 31, 2021 | $ 1,035 | (45,889,082) | (45,888,047) | ||
Balance (in Shares) at Mar. 31, 2021 | 10,350,000 | ||||
Balance at Jun. 30, 2021 | $ 1,035 | (46,212,310) | (46,211,275) | ||
Balance (in Shares) at Jun. 30, 2021 | 10,350,000 | ||||
Net income (loss) | (323,228) | (323,228) | |||
Balance at Sep. 30, 2021 | $ 1,035 | (43,113,209) | (43,112,174) | ||
Balance (in Shares) at Sep. 30, 2021 | 10,350,000 | ||||
Net income (loss) | $ 3,099,101 | $ 3,099,101 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (30,142) | $ 21,505,522 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (25,403,600) | |
Interest and dividends on investments held in Trust Account | (18,875) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (26,800) | 191,512 |
Accounts payable | 1,523,603 | |
Accrued expenses | 3,725 | 1,254,501 |
Franchise tax payable | 26,351 | 25,004 |
Net cash used in operating activities | (26,866) | (922,333) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds received from note payable to related party | 167,000 | |
Deferred offering costs paid | (132,331) | |
Net cash provided by financing activities | 59,669 | |
Net (decrease) increase in cash | 32,803 | (922,333) |
Cash - beginning of the period | 1,192,781 | |
Cash - end of the period | 32,803 | 270,448 |
Supplemental disclosure of noncash financing activities: | ||
Deferred offering costs included in accrued expenses | $ 184,043 |
Description of Organization, Bu
Description of Organization, Business Operations, Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations, Basis of Presentation and Going Concern | 1. Description of Organization, Business Operations, Basis of Presentation and Going Concern FirstMark Horizon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 13, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 13, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents and securities from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is FirstMark Horizon Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on October 5, 2020. On October 8, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,853,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 8, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, 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 initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On October 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sirius Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“Merger Sub”), Starry, Inc., a Delaware corporation (“Starry”), and Starry Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Starry (“Holdings”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, the business combination will be effected in two steps: (a) the Company will merge with and into Holdings (the “SPAC Merger” and, the closing of the SPAC Merger, the “SPAC Merger Closing,” and, the time at which the SPAC Merger becomes effective, the “SPAC Merger Effective Time”), with Holdings surviving the SPAC Merger as a publicly traded entity (such surviving entity, “New Starry”), and becoming the sole owner of Merger Sub; and (b) at least twenty-four (24) hours, but no more than forty-eight (48) hours, after the SPAC Merger Effective Time, Merger Sub will merge with and into Starry (the “Acquisition Merger” and, together with the SPAC Merger and all other transactions contemplated by the Merger Agreement, the “Business Combination”), with Starry surviving the Acquisition Merger as a wholly owned subsidiary of New Starry. New Starry will have a dual-class share structure with super voting rights for Starry’s co-founder and Chief Executive Officer, Chaitanya Kanojia. Refer to the Current Report on Form 8-K, filed with the SEC on October 7, 2021 for additional information. Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on May 27, 2021. Restatement to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on October 14, 2020 (the “Post-IPO Balance Sheet”), the Form 10-K/A filed with the SEC on May 27, 2021 and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet, the Form 10-K/A and the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously presented Post-IPO Balance Sheet, Form 10-K/A and Affected Quarterly Periods should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is an increase to Class A common stock subject to possible redemption of approximately $52.1 million, a decrease to additional paid-in capital of $6.3 million, an increase to the accumulated deficit of $45.7 million, and the reclassification of 5,206,820 Class A common stock from permanent equity to Class A common stock subject to possible redemption as presented below. October 8, 2020 - IPO Balance Sheet As Adjustment As Restated Total assets $ 416,381,229 $ - $ 416,381,229 Total liabilities $ 49,449,421 $ - $ 49,449,421 Class A common stock subject to possible redemption $ 361,931,800 $ 52,068,200 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 521 $ (521 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in capital $ 6,334,183 $ (6,334,183 ) $ - Accumulated deficit $ (1,335,731 ) $ (45,733,496 ) $ (47,069,227 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (52,068,200 ) $ (47,068,192 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 416,381,229 $ - $ 416,381,229 The impact of the restatement on the financial statements for the Form 10-K/A is presented below. December 31, 2020 As Adjustment As Restated Total assets $ 415,686,868 $ - $ 415,686,868 Total liabilities $ 66,304,564 $ - $ 66,304,564 Class A common stock subject to possible redemption $ 344,382,300 $ 69,617,700 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 696 $ (696 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 24,911,508 $ (24,911,508 ) $ - Accumulated deficit $ (19,913,235 ) $ (44,705,496 ) $ (64,618,731 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (69,617,700 ) $ (64,617,696 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,686,868 $ - $ 415,686,868 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from August 28, 2020 (inception) through December 31, 2020: Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Cash Flows from Operating Activities $ (1,654,116 ) $ - $ (1,654,116 ) Cash Flows from Investing Activities $ (414,000,000 ) $ - $ (414,000,000 ) Cash Flows from Financing Activities $ 416,846,897 $ - $ 416,846,897 Supplemental Disclosure of Noncash Financing Activities: Deferred offering costs included in accrued expenses $ 274,177 $ - $ 274,177 Deferred underwriting commissions in connection with the initial public offering $ 14,490,000 $ - $ 14,490,000 Offering costs charged to additional paid-in capital in connection with the IPO $ 480,281 $ - $ 480,281 Initial value of Class A common stock subject to possible redemption $ 361,931,800 $ (361,931,800 ) $ - Change in value of Class A common stock subject to possible redemption $ (17,549,500 ) $ 17,549,500 $ - The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: March 31, 2021 As Adjustment As Restated Total assets $ 415,579,179 $ - $ 415,579,179 Total liabilities $ 47,467,226 $ - $ 47,467,226 Class A common stock subject to possible redemption $ 363,111,950 $ 50,888,050 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 509 $ (509 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 6,182,045 $ (6,182,045 ) $ - Accumulated deficit $ (1,183,586 ) $ (44,705,496 ) $ (45,889,082 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (50,888,050 ) $ (45,888,047 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,579,179 $ - $ 415,579,179 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 As Adjustment As Restated Cash Flows from Operating Activities $ (108,630 ) $ - $ (108,630 ) Cash Flows from Investing Activities $ - $ - $ - Cash Flows from Financing Activities $ - $ - $ - Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 18,729,650 $ (18,729,650 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: June 30, 2021 As Adjustment As Restated Total assets $ 414,869,841 $ - $ 414,869,841 Total liabilities $ 47,081,116 $ - $ 47,081,116 Class A common stock subject to possible redemption $ 362,788,720 $ 51,211,280 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 512 $ (512 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 6,505,272 $ (6,505,272 ) $ - Accumulated deficit $ (1,506,814 ) $ (44,705,496 ) $ (46,212,310 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (51,211,280 ) $ (46,211,275 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 414,869,841 $ - $ 414,869,841 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 As Adjustment As Restated Cash Flows from Operating Activities $ (728,904 ) $ - $ (728,904 ) Cash Flows from Investing Activities $ - $ - $ - Cash Flows from Financing Activities $ - $ - $ - Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 323,230 $ (323,230 ) $ - In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common stock is presented below for the Form 10-K/A and Affected Quarterly Periods: Earnings Per Share for Class A Common Stock As Adjustment As Restated Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 36,172,534 (10,297,534 ) 25,875,000 Basic and diluted earnings per share $ 0.00 $ (0.56 ) $ (0.56 ) Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 Net income $ 18,729,649 $ - $ 18,729,649 Weighted average shares outstanding 34,459,041 6,940,959 41,400,000 Basic and diluted earnings per share $ 0.00 $ 0.36 $ 0.36 Form 10-Q (June 30, 2021) - For the Three Months Ended June 30, 2021 Net loss $ (323,228 ) $ - $ (323,228 ) Weighted average shares outstanding 36,278,517 5,121,483 41,400,000 Basic and diluted earnings per share $ 0.00 $ (0.01 ) $ (0.01 ) Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 Net income $ 18,406,421 $ - $ 18,406,421 Weighted average shares outstanding 35,390,056 6,009,944 41,400,000 Basic and diluted earnings per share $ 0.00 $ 0.36 $ 0.36 Earnings Per Share for Class B Common Stock As Adjustment As Restated Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 13,617,167 (3,773,417 ) 9,843,750 Basic and diluted earnings per share $ (1.46 ) $ 0.90 $ (0.56 ) Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 Net income $ 18,729,649 $ - $ 18,729,649 Weighted average shares outstanding 17,290,959 (6,940,959 ) 10,350,000 Basic and diluted earnings per share $ 1.08 $ (0.72 ) $ 0.36 Form 10-Q (June 30, 2021) - For the Three Months Ended June 30, 2021 Net loss $ (323,228 ) $ - $ (323,228 ) Weighted average shares outstanding 15,439,160 (5,089,160 ) 10,350,000 Basic and diluted earnings per share $ (0.02 ) $ 0.01 $ (0.01 ) Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 Net income $ 18,406,421 $ - $ 18,406,421 Weighted average shares outstanding 16,359,944 (6,009,944 ) 10,350,000 Basic and diluted earnings per share $ 1.13 $ (0.77 ) $ 0.36 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. 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $270,000 in its operating bank account, approximately $19,000 of interest income available in the Trust Account to pay the Company’s franchise and income tax obligations and a working capital deficit of approximately $3.0 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company’s liquidity needs to date have been satisfied through the $25,000 proceeds received from the sale of its Founder Shares (as defined below) to the Sponsor, the loan proceeds under a promissory note of $167,000 from the Sponsor to cover the Company’s offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The balance of the promissory note was fully repaid on October 8, 2020. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or the date the Company is required to liquidate. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and 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 Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, 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 Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and ● 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. 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, Derivatives and Hedging (“ASC 815”). 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 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,853,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. 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 initial and subsequent fair value of the Private Warrants and the initial fair value of the Public Warrants issued in connection with the private placement and initial public offering, respectively, have been measured using a binomial lattice model in an option pricing framework. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. 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. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 the Initial Public Offering, a total of 41,400,000 shares of Class A common stock subject to possible redemption, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,653,333 shares of Class A common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended For The Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 2,479,281 $ 619,820 $ 17,204,418 $ 4,301,104 $ - $ (30,142 ) Denominator: Basic and diluted weighted average common stock outstanding 41,400,000 10,350,000 41,400,000 10,350,000 - 10,350,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.42 $ 0.42 $ - $ (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company has aggregate deferred tax assets of approximately $819,000 and $267,000, respectively, and has recognized a full valuation allowance against the deferred tax assets. 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. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Adopted Accounting Standards 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 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | 3. Initial Public Offering On October 8, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On August 18, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Company transferred an aggregate of 120,000 Founder Shares to certain members of the Company’s management team. On October 5, 2020, the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 10,230,000 Founder Shares and there being an aggregate of 10,350,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option is not exercised in full 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. The underwriter exercised its over-allotment option in full on October 6, 2020; thus, the 1,350,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of 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, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,853,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants - Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $167,000 under the Note. The Company repaid the Note in full on October 8, 2020. In addition, in order to finance transaction costs in connection with a 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 a 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 a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provides that, commencing on October 6, 2020, through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. For the three and nine months ended September 30, 2021, the Company incurred expenses of $30,000 and $90,000, under this agreement, respectively. There were no balances outstanding under such agreement as of September 30, 2021 and December 31, 2020. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to the registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.28 million in the aggregate, which was paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $14.5 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 a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement In connection with the search for a prospective initial Business Combination, the Company has entered into consulting agreements with consulting firms to provide due diligence on a target company. A portion of the fees in connection with the services rendered have been deferred to the closing of a Business Combination without regard if the consulting firm has provided services as to the target subject of the Business Combination. If the Company does not complete a Business Combination, then no portion of the deferred fees are due or payable to the consulting firms. For the three and nine months ended September 30, 2021, the Company has incurred and accrued $0.7 million and $1.5 million, respectively, of deferred fees for services rendered under such agreements. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | 6. Derivative Warrant Liabilities. As of September 30, 2021 and December 31, 2020, the Company has 13,800,000 Public Warrants and 6,853,333 Private Placement Warrants outstanding. 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 Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the 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 its initial Business Combination, the Company will use its commercially reasonable 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 will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 elects, 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and 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 a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then 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, the Company 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. 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Class A Common Stock Subject to Possible Redemption | 7. Class A Common Stock Subject to Possible Redemption 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 future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were 41,400,000 shares of Class A common stock outstanding, all of which were subject to redemption. As of September 30, 2021, Class A common stock reflected on the unaudited condensed balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (22,770,000 ) Offering costs allocated to Class A common stock subject to possible redemption (21,959,461 ) Plus: Accretion on Class A common stock subject to possible redemption amount 44,729,461 Class A common stock subject to possible redemption $ 414,000,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | 8. Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. As of September 30, 2021, the Class B common stock would automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, 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 issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution 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 all shares of common stock issued and 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,024,614 $ - $ - $ 414,024,614 Liabilities: Derivative public warrant liabilities $ 17,388,000 $ - $ - $ 17,388,000 Derivative private warrant liabilities $ - $ 8,635,200 $ 0 $ 8,635,200 Total fair value of liabilities $ 17,388,00 $ 8,635,200 $ 0 $ 26,023,200 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,005,739 $ - $ - $ - Liabilities: Derivative public warrant liabilities $ 34,362,000 $ - $ - $ 34,362,000 Derivative private warrant liabilities $ - $ - $ 17,064,800 $ 17,064,800 Total fair value of liabilities $ 34,362,000 $ - $ 17,064,800 $ 51,426,800 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of September 30, 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Level 1 assets include investments money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial and subsequent fair value of the Private Warrants and the initial fair value of the Public Warrants issued in connection with the private placement and initial public offering, respectively, have been measured using a binomial lattice model in an option pricing framework. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. For the three and nine months ended September 30, 2021, the Company recognized a benefit to the unaudited condensed statement of operations resulting from a decrease in the fair value of liabilities of approximately $5.6 million and $25.4 million, respectively, which is presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The initial 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 binomial lattice model in an option pricing framework are assumptions related to expected stock-price volatility, the probability of a successful business combination, term, risk-free interest rate and dividend yield. For the initial fair value estimates, the Company estimates volatility based on the constituents of a broad-based stock price index reflecting the potential merger targets and including a probability of a successful business combination. For subsequent fair value measurements, the Company estimates the volatility of its common stock based on the implied volatility derived from the traded prices of the Public Warrants which includes a probability of successful business combination. The probability of a successful business combination as of the initial measurement date is based on industry studies and the Company’s best estimates. The risk-free interest rate is based on the term-matched U.S. Treasury yield curve as of the measurement dates. The term of the warrants is equal 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 December 31, 2020: As of Option term (in years) 5 Volatility 33.90 % Risk-free interest rate 0.47 % Dividend Yield 0 % The change in the fair value of the warrant liabilities, measured using Level 3 inputs, for the three months and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ 51,426,800 Issuance of Public and Private Warrants, Level 3 measurements - Transfer of Public Warrants to Level 1 (21,390,000 ) Change in fair value of derivative warrant liabilities, Level 3 (19,414,130 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 10,622,670 Change in fair value of derivative warrant liabilities, Level 3 (137,070 ) Derivative warrant liabilities - Level 3, at June 30, 2021 $ 10,485,600 Transfer of Private Warrants to Level 2 (10,485,600 ) Change in fair value of derivative warrant liabilities, Level 3 - Derivative warrant liabilities - Level 3, at September 30, 2021 $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 6, 2021, the Company entered into the Merger Agreement with Merger Sub, Starry, and Holdings (see Note 1 for more information regarding the proposed business combination provided by the Merger Agreement). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. |
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 Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, 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 Trust Account | Investments Held in Trust Account The Company’s portfolio of investments 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 and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and ● 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. |
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 and ASC 815, Derivatives and Hedging (“ASC 815”). 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 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,853,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. 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 initial and subsequent fair value of the Private Warrants and the initial fair value of the Public Warrants issued in connection with the private placement and initial public offering, respectively, have been measured using a binomial lattice model in an option pricing framework. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. 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. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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 the Initial Public Offering, a total of 41,400,000 shares of Class A common stock subject to possible redemption, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,653,333 shares of Class A common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended For The Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 2,479,281 $ 619,820 $ 17,204,418 $ 4,301,104 $ - $ (30,142 ) Denominator: Basic and diluted weighted average common stock outstanding 41,400,000 10,350,000 41,400,000 10,350,000 - 10,350,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.42 $ 0.42 $ - $ (0.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company has aggregate deferred tax assets of approximately $819,000 and $267,000, respectively, and has recognized a full valuation allowance against the deferred tax assets. 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. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards 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 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Description of Organization, _2
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of balance sheet | October 8, 2020 - IPO Balance Sheet As Adjustment As Restated Total assets $ 416,381,229 $ - $ 416,381,229 Total liabilities $ 49,449,421 $ - $ 49,449,421 Class A common stock subject to possible redemption $ 361,931,800 $ 52,068,200 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 521 $ (521 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in capital $ 6,334,183 $ (6,334,183 ) $ - Accumulated deficit $ (1,335,731 ) $ (45,733,496 ) $ (47,069,227 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (52,068,200 ) $ (47,068,192 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 416,381,229 $ - $ 416,381,229 December 31, 2020 As Adjustment As Restated Total assets $ 415,686,868 $ - $ 415,686,868 Total liabilities $ 66,304,564 $ - $ 66,304,564 Class A common stock subject to possible redemption $ 344,382,300 $ 69,617,700 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 696 $ (696 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 24,911,508 $ (24,911,508 ) $ - Accumulated deficit $ (19,913,235 ) $ (44,705,496 ) $ (64,618,731 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (69,617,700 ) $ (64,617,696 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,686,868 $ - $ 415,686,868 March 31, 2021 As Adjustment As Restated Total assets $ 415,579,179 $ - $ 415,579,179 Total liabilities $ 47,467,226 $ - $ 47,467,226 Class A common stock subject to possible redemption $ 363,111,950 $ 50,888,050 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 509 $ (509 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 6,182,045 $ (6,182,045 ) $ - Accumulated deficit $ (1,183,586 ) $ (44,705,496 ) $ (45,889,082 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (50,888,050 ) $ (45,888,047 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 415,579,179 $ - $ 415,579,179 June 30, 2021 As Adjustment As Restated Total assets $ 414,869,841 $ - $ 414,869,841 Total liabilities $ 47,081,116 $ - $ 47,081,116 Class A common stock subject to possible redemption $ 362,788,720 $ 51,211,280 $ 414,000,000 Preferred stock $ - $ - $ - Class A common stock $ 512 $ (512 ) $ - Class B common stock $ 1,035 $ - $ 1,035 Additional paid-in captial $ 6,505,272 $ (6,505,272 ) $ - Accumulated deficit $ (1,506,814 ) $ (44,705,496 ) $ (46,212,310 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (51,211,280 ) $ (46,211,275 ) Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) $ 414,869,841 $ - $ 414,869,841 |
Schedule of cash flows | Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 As Adjustment As Restated Cash Flows from Operating Activities $ (1,654,116 ) $ - $ (1,654,116 ) Cash Flows from Investing Activities $ (414,000,000 ) $ - $ (414,000,000 ) Cash Flows from Financing Activities $ 416,846,897 $ - $ 416,846,897 Supplemental Disclosure of Noncash Financing Activities: Deferred offering costs included in accrued expenses $ 274,177 $ - $ 274,177 Deferred underwriting commissions in connection with the initial public offering $ 14,490,000 $ - $ 14,490,000 Offering costs charged to additional paid-in capital in connection with the IPO $ 480,281 $ - $ 480,281 Initial value of Class A common stock subject to possible redemption $ 361,931,800 $ (361,931,800 ) $ - Change in value of Class A common stock subject to possible redemption $ (17,549,500 ) $ 17,549,500 $ - Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 As Adjustment As Restated Cash Flows from Operating Activities $ (108,630 ) $ - $ (108,630 ) Cash Flows from Investing Activities $ - $ - $ - Cash Flows from Financing Activities $ - $ - $ - Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 18,729,650 $ (18,729,650 ) $ - Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 As Adjustment As Restated Cash Flows from Operating Activities $ (728,904 ) $ - $ (728,904 ) Cash Flows from Investing Activities $ - $ - $ - Cash Flows from Financing Activities $ - $ - $ - Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ 323,230 $ (323,230 ) $ - |
Schedule of weighted average shares outstanding and basic and diluted earnings per common stock | Earnings Per Share for Class A Common Stock As Adjustment As Restated Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 36,172,534 (10,297,534 ) 25,875,000 Basic and diluted earnings per share $ 0.00 $ (0.56 ) $ (0.56 ) Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 Net income $ 18,729,649 $ - $ 18,729,649 Weighted average shares outstanding 34,459,041 6,940,959 41,400,000 Basic and diluted earnings per share $ 0.00 $ 0.36 $ 0.36 Form 10-Q (June 30, 2021) - For the Three Months Ended June 30, 2021 Net loss $ (323,228 ) $ - $ (323,228 ) Weighted average shares outstanding 36,278,517 5,121,483 41,400,000 Basic and diluted earnings per share $ 0.00 $ (0.01 ) $ (0.01 ) Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 Net income $ 18,406,421 $ - $ 18,406,421 Weighted average shares outstanding 35,390,056 6,009,944 41,400,000 Basic and diluted earnings per share $ 0.00 $ 0.36 $ 0.36 Earnings Per Share for Class B Common Stock As Adjustment As Restated Form 10-K/A (December 31, 2020): For the Period from August 13, 2020 (inception) through December 31, 2020 Net loss $ (19,913,235 ) $ - $ (19,913,235 ) Weighted average shares outstanding 13,617,167 (3,773,417 ) 9,843,750 Basic and diluted earnings per share $ (1.46 ) $ 0.90 $ (0.56 ) Form 10-Q (March 31, 2021): For the Three Months Ended March 31, 2021 Net income $ 18,729,649 $ - $ 18,729,649 Weighted average shares outstanding 17,290,959 (6,940,959 ) 10,350,000 Basic and diluted earnings per share $ 1.08 $ (0.72 ) $ 0.36 Form 10-Q (June 30, 2021) - For the Three Months Ended June 30, 2021 Net loss $ (323,228 ) $ - $ (323,228 ) Weighted average shares outstanding 15,439,160 (5,089,160 ) 10,350,000 Basic and diluted earnings per share $ (0.02 ) $ 0.01 $ (0.01 ) Form 10-Q (June 30, 2021) - For the Six Months Ended June 30, 2021 Net income $ 18,406,421 $ - $ 18,406,421 Weighted average shares outstanding 16,359,944 (6,009,944 ) 10,350,000 Basic and diluted earnings per share $ 1.13 $ (0.77 ) $ 0.36 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share | For the Three Months Ended For the Nine Months Ended For The Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 2,479,281 $ 619,820 $ 17,204,418 $ 4,301,104 $ - $ (30,142 ) Denominator: Basic and diluted weighted average common stock outstanding 41,400,000 10,350,000 41,400,000 10,350,000 - 10,350,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.42 $ 0.42 $ - $ (0.00 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of unaudited condensed balance sheet | Gross proceeds from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (22,770,000 ) Offering costs allocated to Class A common stock subject to possible redemption (21,959,461 ) Plus: Accretion on Class A common stock subject to possible redemption amount 44,729,461 Class A common stock subject to possible redemption $ 414,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on recurring basis | Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,024,614 $ - $ - $ 414,024,614 Liabilities: Derivative public warrant liabilities $ 17,388,000 $ - $ - $ 17,388,000 Derivative private warrant liabilities $ - $ 8,635,200 $ 0 $ 8,635,200 Total fair value of liabilities $ 17,388,00 $ 8,635,200 $ 0 $ 26,023,200 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 414,005,739 $ - $ - $ - Liabilities: Derivative public warrant liabilities $ 34,362,000 $ - $ - $ 34,362,000 Derivative private warrant liabilities $ - $ - $ 17,064,800 $ 17,064,800 Total fair value of liabilities $ 34,362,000 $ - $ 17,064,800 $ 51,426,800 |
Schedule of fair value measurements | As of Option term (in years) 5 Volatility 33.90 % Risk-free interest rate 0.47 % Dividend Yield 0 % |
Schedule of change in fair value of warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ 51,426,800 Issuance of Public and Private Warrants, Level 3 measurements - Transfer of Public Warrants to Level 1 (21,390,000 ) Change in fair value of derivative warrant liabilities, Level 3 (19,414,130 ) Derivative warrant liabilities - Level 3, at March 31, 2021 $ 10,622,670 Change in fair value of derivative warrant liabilities, Level 3 (137,070 ) Derivative warrant liabilities - Level 3, at June 30, 2021 $ 10,485,600 Transfer of Private Warrants to Level 2 (10,485,600 ) Change in fair value of derivative warrant liabilities, Level 3 - Derivative warrant liabilities - Level 3, at September 30, 2021 $ - |
Description of Organization, _3
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) - USD ($) | Oct. 08, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Per share unit (in Dollars per share) | $ 10 | ||
Initial public offering, description | Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. | ||
Aggregate fair market value, percentage | 80.00% | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate public shares, percentage | 15.00% | ||
Redeem public shares, percentage | 100.00% | ||
Dissolution expenses | $ 100,000 | ||
Common stock subject to possible redemption | 52,100,000 | ||
Additional paid-in capital | 6,300,000 | ||
Accumulated deficit | 45,700,000 | ||
Reclassification of temporary equity | 5,206,820 | ||
Total stockholders’ equity | $ 6,000,000 | ||
Operating bank account | 270,000,000,000 | ||
Interest income trust account | 19,000 | ||
Working capital | 3,000,000 | ||
Loan proceeds under a promissory note | $ 167,000 | ||
Business Combination [Member] | |||
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Percentage of outstanding voting securities | 50.00% | ||
Business combination, description | Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||
Revision to Previously Reported Financial Statements [Member] | |||
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
IPO [Member] | |||
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 41,400,000 | ||
Generating proceeds | $ 25,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Additional unit of shares (in Shares) | 5,400,000 | ||
Per share unit (in Dollars per share) | $ 10 | ||
Generating proceeds | $ 414,000,000 | ||
Offering costs | 23,300,000 | ||
Deferred underwriting commissions | $ 14,500,000 | ||
Private Placement [Member] | |||
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) [Line Items] | |||
Per share unit (in Dollars per share) | $ 1.5 | ||
Generating proceeds | $ 10,300,000 | ||
Purchase of warrants (in Shares) | 6,853,333 |
Description of Organization, _4
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) - Schedule of balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 08, 2020 |
As Previously Reported [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | $ 414,869,841 | $ 415,579,179 | $ 415,686,868 | |
Total liabilities | 47,081,116 | 47,467,226 | 66,304,564 | |
Class A common stock subject to possible redemption | 362,788,720 | 363,111,950 | 344,382,300 | |
Preferred stock | ||||
Class A common stock | 512 | 509 | 696 | |
Class B common stock | 1,035 | 1,035 | 1,035 | |
Additional paid-in captial | 6,505,272 | 6,182,045 | 24,911,508 | |
Accumulated deficit | (1,506,814) | (1,183,586) | (19,913,235) | |
Total stockholders’ equity (deficit) | 5,000,005 | 5,000,003 | 5,000,004 | |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | 414,869,841 | 415,579,179 | 415,686,868 | |
As Previously Reported [Member] | IPO [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | $ 416,381,229 | |||
Total liabilities | 49,449,421 | |||
Class A common stock subject to possible redemption | 361,931,800 | |||
Preferred stock | ||||
Class A common stock | 521 | |||
Class B common stock | 1,035 | |||
Additional paid-in captial | 6,334,183 | |||
Accumulated deficit | (1,335,731) | |||
Total stockholders’ equity (deficit) | 5,000,008 | |||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | 416,381,229 | |||
Adjustment [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | ||||
Total liabilities | ||||
Class A common stock subject to possible redemption | 51,211,280 | 50,888,050 | 69,617,700 | |
Preferred stock | ||||
Class A common stock | (512) | (509) | (696) | |
Class B common stock | ||||
Additional paid-in captial | (6,505,272) | (6,182,045) | (24,911,508) | |
Accumulated deficit | (44,705,496) | (44,705,496) | (44,705,496) | |
Total stockholders’ equity (deficit) | (51,211,280) | (50,888,050) | (69,617,700) | |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | ||||
Adjustment [Member] | IPO [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | ||||
Total liabilities | ||||
Class A common stock subject to possible redemption | 52,068,200 | |||
Preferred stock | ||||
Class A common stock | (521) | |||
Class B common stock | ||||
Additional paid-in captial | (6,334,183) | |||
Accumulated deficit | (45,733,496) | |||
Total stockholders’ equity (deficit) | (52,068,200) | |||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | ||||
As Restated [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | 414,869,841 | 415,579,179 | 415,686,868 | |
Total liabilities | 47,081,116 | 47,467,226 | 66,304,564 | |
Class A common stock subject to possible redemption | 414,000,000 | 414,000,000 | 414,000,000 | |
Preferred stock | ||||
Class A common stock | ||||
Class B common stock | 1,035 | 1,035 | 1,035 | |
Additional paid-in captial | ||||
Accumulated deficit | (46,212,310) | (45,889,082) | (64,618,731) | |
Total stockholders’ equity (deficit) | (46,211,275) | (45,888,047) | (64,617,696) | |
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | $ 414,869,841 | $ 415,579,179 | $ 415,686,868 | |
As Restated [Member] | IPO [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Total assets | 416,381,229 | |||
Total liabilities | 49,449,421 | |||
Class A common stock subject to possible redemption | 414,000,000 | |||
Preferred stock | ||||
Class A common stock | ||||
Class B common stock | 1,035 | |||
Additional paid-in captial | ||||
Accumulated deficit | (47,069,227) | |||
Total stockholders’ equity (deficit) | (47,068,192) | |||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) | $ 416,381,229 |
Description of Organization, _5
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) - Schedule of cash flows - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
As Previously Reported [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash Flows from Operating Activities | $ (108,630) | $ (1,654,116) | $ (728,904) |
Cash Flows from Investing Activities | (414,000,000) | ||
Cash Flows from Financing Activities | 416,846,897 | ||
Supplemental Disclosure of Noncash Financing Activities: | |||
Deferred offering costs included in accrued expenses | 274,177 | ||
Deferred underwriting commissions in connection with the initial public offering | 14,490,000 | ||
Offering costs charged to additional paid-in capital in connection with the IPO | 480,281 | ||
Initial value of Class A common stock subject to possible redemption | 361,931,800 | ||
Change in value of Class A common stock subject to possible redemption | 18,729,650 | (17,549,500) | 323,230 |
Adjustment [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash Flows from Operating Activities | |||
Cash Flows from Investing Activities | |||
Cash Flows from Financing Activities | |||
Supplemental Disclosure of Noncash Financing Activities: | |||
Deferred offering costs included in accrued expenses | |||
Deferred underwriting commissions in connection with the initial public offering | |||
Offering costs charged to additional paid-in capital in connection with the IPO | |||
Initial value of Class A common stock subject to possible redemption | (361,931,800) | ||
Change in value of Class A common stock subject to possible redemption | (18,729,650) | 17,549,500 | (323,230) |
As Restated [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash Flows from Operating Activities | (108,630) | (1,654,116) | (728,904) |
Cash Flows from Investing Activities | (414,000,000) | ||
Cash Flows from Financing Activities | 416,846,897 | ||
Supplemental Disclosure of Noncash Financing Activities: | |||
Deferred offering costs included in accrued expenses | 274,177 | ||
Deferred underwriting commissions in connection with the initial public offering | 14,490,000 | ||
Offering costs charged to additional paid-in capital in connection with the IPO | 480,281 | ||
Initial value of Class A common stock subject to possible redemption | |||
Change in value of Class A common stock subject to possible redemption |
Description of Organization, _6
Description of Organization, Business Operations, Basis of Presentation and Going Concern (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common stock - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
As Previously Reported [Member] | Earnings Per Share for Class A Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | $ (323,228) | $ 18,729,649 | $ (19,913,235) | $ 18,406,421 |
Weighted average shares outstanding | 36,278,517 | 34,459,041 | 36,172,534 | 35,390,056 |
Basic and diluted earnings per share | $ 0 | $ 0 | $ 0 | $ 0 |
As Previously Reported [Member] | Earnings Per Share for Class B Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | $ (323,228) | $ 18,729,649 | $ (19,913,235) | $ 18,406,421 |
Weighted average shares outstanding | 15,439,160 | 17,290,959 | 13,617,167 | 16,359,944 |
Basic and diluted earnings per share | $ (0.02) | $ 1.08 | $ (1.46) | $ 1.13 |
Adjustment [Member] | Earnings Per Share for Class A Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | ||||
Weighted average shares outstanding | 5,121,483 | 6,940,959 | (10,297,534) | 6,009,944 |
Basic and diluted earnings per share | $ (0.01) | $ 0.36 | $ (0.56) | $ 0.36 |
Adjustment [Member] | Earnings Per Share for Class B Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | ||||
Weighted average shares outstanding | (5,089,160) | (6,940,959) | (3,773,417) | (6,009,944) |
Basic and diluted earnings per share | $ 0.01 | $ (0.72) | $ 0.9 | $ (0.77) |
As Restated [Member] | Earnings Per Share for Class A Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | $ (323,228) | $ 18,729,649 | $ (19,913,235) | $ 18,406,421 |
Weighted average shares outstanding | 41,400,000 | 41,400,000 | 25,875,000 | 41,400,000 |
Basic and diluted earnings per share | $ (0.01) | $ 0.36 | $ (0.56) | $ 0.36 |
As Restated [Member] | Earnings Per Share for Class B Common Stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net income (loss) | $ (323,228) | $ 18,729,649 | $ (19,913,235) | $ 18,406,421 |
Weighted average shares outstanding | 10,350,000 | 10,350,000 | 9,843,750 | 10,350,000 |
Basic and diluted earnings per share | $ (0.01) | $ 0.36 | $ (0.56) | $ 0.36 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage amount (in Dollars) | $ 250,000 | |
Deferred tax assets (in Dollars) | $ 819,000 | $ 267,000 |
Initial Public Offering [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Warrant to purchase shares | 13,800,000 | |
Private Placement [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Issued private placement warrants | 6,853,333 | |
Purchase of aggregate shares | 20,653,333 | |
Class A Common Stock [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption | 41,400,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ 2,479,281 | $ 17,204,418 | |
Denominator: | |||
Basic and diluted weighted average common stock outstanding | 41,400,000 | 41,400,000 | |
Basic and diluted net income (loss) per common stock | $ 0.06 | $ 0.42 | |
Class B Common Stock [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ (30,142) | $ 619,820 | $ 4,301,104 |
Denominator: | |||
Basic and diluted weighted average common stock outstanding | 10,350,000 | 10,350,000 | 10,350,000 |
Basic and diluted net income (loss) per common stock | $ 0 | $ 0.06 | $ 0.42 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 08, 2020 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Gross Proceeds | $ 414 | |
Offering costs | 23.3 | |
Deferred underwriting commissions | $ 14.5 | |
Common stock, description | Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Unit issued (in Shares) | 41,400,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Unit issued (in Shares) | 5,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 08, 2020 | Oct. 06, 2020 | Oct. 05, 2020 | Aug. 18, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Per share unit (in Dollars per share) | $ 10 | $ 10 | ||||
Warrant exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Expenses related to agreement | $ 30,000 | $ 90,000 | ||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Description of founder shares | the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 10,230,000 Founder Shares and there being an aggregate of 10,350,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Sponsor agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option is not exercised in full 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. | |||||
Business combination, description | 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 Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. | |||||
Business Combination [Member] | Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate price | $ 25,000 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Administrative and support service expenses | $ 10,000 | |||||
Founder Shares [Member] | Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of 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, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares subject to forfeiture (in Shares) | 1,350,000 | |||||
Per share unit (in Dollars per share) | $ 10 | |||||
Gross proceeds | $ 414,000,000 | |||||
Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants, shares (in Shares) | 6,853,333 | 6,853,333 | ||||
Per share unit (in Dollars per share) | $ 1.5 | $ 1.5 | ||||
Gross proceeds | $ 10,300,000 | |||||
IPO [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Gross proceeds | $ 25,000 | |||||
Loan amount | 300,000 | |||||
Borrowed amount | $ 167,000 | |||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of shares (in Shares) | 8,625,000 | |||||
Common stock, par value (in Shares) | 0.0001 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of shares (in Shares) | 120,000 | |||||
Class A Common Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Per share unit (in Dollars per share) | 10 | $ 10 | ||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Warrant exercise price (in Dollars per share) | 11.5 | 11.5 | ||||
Per share price (in Dollars per share) | $ 10 | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | ||
Underwriting discount per share (in Dollars per share) | $ / shares | $ 0.2 | |
Underwriting expense | $ 8,280,000 | |
Additional fee per unit (in Dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ 14,500,000 | $ 14,500,000 |
Incurred accrued | $ 0.7 | $ 1.5 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant exercise price | $ 11.5 | |
Warrant expire term | 5 years | |
Description of sale of stock | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Redemption of warrants price per share | $ 10 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant | 13,800,000 | |
Private Placement [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Shares, outstanding | 6,853,333 | |
Redemption of warrants price per share | $ 1.5 | |
Class A Common Stock [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Redemption of warrants price per share | $ 10 | |
Redemption of warrants, description | 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). | |
Class A Common Stock [Member] | Private Placement [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant exercise price | $ 11.5 | |
Class A Common Stock [Member] | Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
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 call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price of Class A common stock 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 41,400,000 | 41,400,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of unaudited condensed balance sheet | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of unaudited condensed balance sheet [Abstract] | |
Gross proceeds from Initial Public Offering | $ 414,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (22,770,000) |
Offering costs allocated to Class A common stock subject to possible redemption | (21,959,461) |
Plus: | |
Accretion on Class A common stock subject to possible redemption amount | 44,729,461 |
Class A common stock subject to possible redemption | $ 414,000,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Converted percentage | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 41,400,000 | |
Common stock, shares outstanding | 41,400,000 | |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (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, shares issued | 10,350,000 | 10,350,000 |
Common stock, shares outstanding | 10,350,000 | 10,350,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Change in fair value of derivative warrant liabilities | $ 5.6 | $ 25.4 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on recurring basis - USD ($) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Assets: | ||
Investments held in Trust Account | $ 414,024,614 | |
Liabilities: | ||
Derivative public warrant liabilities | 34,362,000 | 17,388,000 |
Derivative private warrant liabilities | 17,064,800 | 8,635,200 |
Total fair value of liabilities | 51,426,800 | 26,023,200 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | 414,005,739 | 414,024,614 |
Liabilities: | ||
Derivative public warrant liabilities | 34,362,000 | 17,388,000 |
Derivative private warrant liabilities | ||
Total fair value of liabilities | 34,362,000 | 1,738,800 |
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative public warrant liabilities | ||
Derivative private warrant liabilities | 8,635,200 | |
Total fair value of liabilities | 8,635,200 | |
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative public warrant liabilities | ||
Derivative private warrant liabilities | 17,064,800 | 0 |
Total fair value of liabilities | $ 17,064,800 | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements | 5 Months Ended |
Dec. 31, 2020 | |
Schedule of fair value measurements [Abstract] | |
Option term (in years) | 5 years |
Volatility | 33.90% |
Risk-free interest rate | 0.47% |
Dividend Yield | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in fair value of warrant liabilities - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in fair value of warrant liabilities [Abstract] | |||
Derivative warrant liabilities, beginning balance | $ 10,485,600 | $ 10,622,670 | $ 51,426,800 |
Issuance of Public and Private Warrants, measurements | |||
Transfer of Public Warrants | (10,485,600) | (21,390,000) | |
Change in fair value of derivative warrant liabilities | (137,070) | (19,414,130) | |
Derivative warrant liabilities, ending balance | $ 10,485,600 | $ 10,622,670 |