Document and Entity Information
Document and Entity Information - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Apr. 02, 2021 | Jun. 30, 2020 | |
Document Type | 10-K/A | ||
Entity Registrant Name | Pine Island Acquisition Corp. | ||
Document Period End Date | Dec. 31, 2020 | ||
Transition Report | true | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001822835 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | Amendment No.1 | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | ||
Trading Symbol | PIPP.U | ||
Security Exchange Name | NYSE | ||
Class A | |||
Title of 12(b) Security | Shares of Class A common stock, included as part of the units | ||
Trading Symbol | PIPP | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 21,838,800 | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable warrants included as part of the units | ||
Trading Symbol | PIPP WS | ||
Security Exchange Name | NYSE | ||
Class B | |||
Entity Common Stock, Shares Outstanding | 5,459,700 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 403,875 |
Prepaid expenses | 875,684 |
Total current assets | 1,279,559 |
Investments held in Trust Account | 218,402,560 |
Total Assets | 219,682,119 |
Current liabilities: | |
Accounts payable | 83,866 |
Accrued expenses | 90,000 |
Franchise tax payable | 72,329 |
Total current liabilities | 246,195 |
Deferred underwriting commissions | 7,643,580 |
Derivative warrant liabilities | 21,175,240 |
Total liabilities | 29,065,015 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 18,561,710 shares subject to possible redemption at $10.00 per share | 185,617,100 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 8,274,278 |
Accumulated deficit | (3,275,148) |
Total stockholders' equity | 5,000,004 |
Total Liabilities and Stockholders' Equity | 219,682,119 |
Class A | |
Stockholders' Equity: | |
Common Stock | 328 |
Class B | |
Stockholders' Equity: | |
Common Stock | $ 546 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A | |
Share subject to possible redemption (in shares) | 18,561,710 |
Redemption price (per share) | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 3,277,090 |
Common stock, shares outstanding | 3,277,090 |
Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,459,700 |
Common stock, shares outstanding | 5,459,700 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 177,141 |
Franchise tax expense | 72,329 |
Loss from operations | (249,470) |
Loss on issuance of Private Placement warrants | (933,938) |
Change in fair value of derivative warrant liabilities | (1,352,630) |
Financing cost- derivative warrant liabilities | (753,670) |
Gain on investments held in trust account | 14,560 |
Net loss | $ (3,275,148) |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 6,134,577 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ (0.53) |
Redeemable Common Stock | |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 18,601,115 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ 0 |
Non-redeemable Common Stock | |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 6,134,577 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ (0.53) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($) | Common StockClass A | Common StockClass B | Additional Paid-In Capital | Accumulated Deficit | Class A | Total |
Balance at the beginning at Aug. 20, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 546 | 24,454 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 5,459,700 | ||||
Sale of units in intial public offering, less fair value of public warrants | $ 2,184 | $ 0 | 205,864,904 | 0 | 205,867,088 | |
Sale of units in intial public offering, less fair value of public warrants (in shares) | 21,838,800 | 0 | 7,279,600 | |||
Offering costs, net of reimbursement from underwriters | $ 0 | $ 0 | (11,999,836) | 0 | (11,999,836) | |
Common stock subject to possible redemption | $ (1,856) | $ 0 | (185,615,244) | 0 | (185,617,100) | |
Common stock subject to possible redemption (in shares) | (18,561,710) | 0 | ||||
Net loss | $ 0 | $ 0 | 0 | (3,275,148) | (3,275,148) | |
Balance at the ending at Dec. 31, 2020 | $ 328 | $ 546 | $ 8,274,278 | $ (3,275,148) | $ 5,000,004 | |
Balance at the ending (in shares) at Dec. 31, 2020 | 3,277,090 | 5,459,700 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,275,148) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Loss on issuance of Private Placement warrants | 933,938 |
Financing cost- derivative warrant liabilities | 753,670 |
Change in fair value of derivative warrant liabilities | 1,352,630 |
Gain on investments held in trust account | (14,560) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (875,684) |
Accounts payable | 53,706 |
Accrued expenses | 15,000 |
Franchise tax payable | 72,329 |
Net cash used in operating activities | (984,119) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (218,388,000) |
Net cash used in investing activities | (218,388,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 105,031 |
Repayment of note payable to related party | (105,031) |
Proceeds received from sale of units in initial public offering and over-allotment, gross | 218,388,000 |
Proceeds received from private placement | 6,367,760 |
Offering costs paid | (5,004,766) |
Net cash provided by financing activities | 219,775,994 |
Net increase in cash | 403,875 |
Cash - end of the period | 403,875 |
Supplemental disclosure of non-cash financing activities: | |
Offering costs included in accounts payable | 30,160 |
Offering costs included in accrued expenses | 75,000 |
Deferred underwriting commissions in connection with the initial public offering | 7,643,580 |
Forfeiture of Class B Common Stock | 29 |
Initial value of common stock subject to possible redemption | 188,066,710 |
Change in value of common stock subject to possible redemption | $ (2,449,610) |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Pine Island Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 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 December 31, 2020, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pine Island Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November 16, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of $7.0 million in deferred underwriting commissions (Note 6). On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, and incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 5). Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Upon the closing of the Initial Public Offering and the Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed 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 or (ii) the distribution of the Trust Account as described below. Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to the Trust Account, for a total of approximately $218.4 million. 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 (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 its 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 6). These Public Shares have been 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.” 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 (“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 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders 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”) 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 November 19, 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, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders 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 agreed to waive their rights to the deferred underwriting commission (see Note 6) 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $404,000 in its operating bank account and working capital of approximately $1.1 million (excluding the tax obligations of approximately $72,000 that may be paid using the investment income earned in Trust Account). The Company’s liquidity needs were satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 5), the loan under the Note from the Sponsor of approximately $105,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November 19, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 19, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID‑19 outbreak”). In March 2020, the WHO classified the COVID‑19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID‑19 outbreak continues to evolve. The impact of the COVID‑19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID‑19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID‑19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
Restatement Of Previously Issued Financial Statements | Note 2 — Restatement Of Previously Issued Financial Statements In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A common stock that the Company issued in November 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 19, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on November 19, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 219,682,119 $ — $ 219,682,119 Liabilities and shareholders’ equity Total current liabilities $ 246,195 $ — $ 246,195 Deferred underwriting commissions 7,643,580 — 7,643,580 Derivative warrant liabilities — 21,175,240 21,175,240 Total liabilities 7,889,775 21,175,240 29,065,015 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 206,792,340 (21,175,240) 185,617,100 shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 116 212 328 Class B ordinary shares - $0.0001 par value 546 — 546 Additional paid-in-capital 5,234,252 3,040,026 8,274,278 Accumulated deficit (234,910) (3,040,238) (3,275,148) Total shareholders’ equity 5,000,004 — 5,000,004 Total liabilities and shareholders’ equity $ 219,682,119 $ — $ 219,682,119 Period From August 21, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (249,470) $ — $ (249,470) Other (expense) income: Loss on issuance of Private Placement warrants — (933,938) (933,938) Change in fair value of derivative warrant liabilities — (1,352,630) (1,352,630) Financing cost -derivative warrant liabilities — (753,670) (753,670) Gain on investments held in trust account 14,560 — 14,560 Total other (expense) income 14,560 (3,040,238) (3,025,678) Net loss $ (234,910) $ (3,040,238) $ (3,275,148) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 20,490,200 (1,889,085) 18,601,115 Basic and diluted net income per shares, common stock subject to redemption $ 0.00 $ 0.00 Weighted average shares outstanding of common stock, basic and diluted 5,509,726 624,851 6,134,577 Basic and diluted net loss per share, common stock $ (0.04) $ (0.49) $ (0.53) Period From August 21, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (234,910) $ (3,040,238) $ (3,275,148) Loss on issuance of Private Placement warrants $ — $ 933,938 $ 933,938 Change in fair value of derivative warrant liabilities $ — $ 1,352,630 $ 1,352,630 Financing Costs - derivative warrant liabilities $ — $ 753,670 $ 753,670 Initial value of Class A common stock subject to possible redemption $ 206,969,920 $ (18,903,210) $ 188,066,710 Change in fair value of Class A common stock subject to possible redemption $ (177,580) $ (2,272,030) $ (2,449,610) In addition, the impact to the balance sheet dated November 19, 2020, filed on Form 8-K on November 25, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in an $18.3 million increase to the derivative warrant liabilities line item at November 19, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There was also a $1.7 million increase to additional paid-in-capital and offsetting decrease to accumulated deficit. There is no change to total stockholder’ equity at the reported balance sheet date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from August 21, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. The Company had $218,402,560 in cash equivalents held in the Trust Account as of December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in Trust Account. At 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. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.8 million is included in financing cost - derivative warrant liabilities in the statement of operations and $12.0 million is included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 18,561,710 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. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. 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. 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. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance and issued 4,245,173 Private Placement Warrants. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. An aggregate of 18,561,710 Class A common stock subject to possible redemption at December 31, 2020 has been excluded from the calculation of basic loss per common stock, since such shares, if redeemed, only participate in their pro rata share of the Trust earnings. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 7,279,600 Class A common stock in the calculation of diluted loss per common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company applies the two-class method in calculating earnings per share. Net income per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of net gain from investments held in Trust Account, by the weighted average number of Class A common stock subject to possible redemption outstanding during the period. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding during the period. Non-redeemable common stock includes Class B common stocks and non-redeemable shares of Class A common stocks. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. Accordingly, basic and diluted loss per share of common stock is calculated as follows for the period from August 21, 2020 (inception) through December 31, 2020: For the Period From August 21, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 12,375 Less: Company's portion available to be withdrawn to pay taxes (12,375) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,601,115 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,275,148) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (3,275,148) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,134,577 Basic and diluted net loss per share, Non-redeemable common stock $ (0.53) Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of approximately $7.0 million in deferred underwriting commissions. On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased 1,838,800 Over-Allotment Units, generating gross proceeds of approximately $18.4 million, and incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees). 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 7). |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On August 24, 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. In September 2020, the Sponsor transferred 30,000 Founder Shares to Michael E. Roemer and 50,000 Founder Shares to David Wajsgras. These 80,000 Founder Shares had not been subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On each of November 13, 2020 and November 16, 2020, respectively, the Sponsor effected a surrender of 1,437,500 shares of Class B common stock to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share surrenders. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was 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. On November 24, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 1,838,800 Units and forfeited the remaining option; thus, only 290,300 shares of Class B common stock remained subject to forfeiture. On November 24, 2020, the remaining 290,300 shares of Class B common stock were forfeited. 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 or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of 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 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per common share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 7 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 24, 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 is non-interest bearing and was payable upon the completion of the Initial Public Offering. The Company borrowed approximately $105,000 under the Note and fully repaid to the Sponsor on November 19, 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments & Contingencies
Commitments & Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments & Contingencies. | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide 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 $4.0 million in the aggregate, payable and paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 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. In connection with the consummation of the Over-Allotment on November 24, 2020, the underwriters were entitled to an additional fee of approximately $368,000 payable and paid upon closing, and approximately $644,000 in deferred underwriting commissions. |
Derivate Warrant Liabilities
Derivate Warrant Liabilities | 4 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 7,279,600 and 4,245,173 Public Warrants and Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The 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 $18.00” 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, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”), (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are entitled to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (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; 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). 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” of Class A common stock; · if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and · if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently 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 ten 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. |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 3,277,090 shares of Class A common stock issued and outstanding, excluding 18,561,710 shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On August 24, 2020, the Company issued 8,625,000 shares of Class B common stock. On each of November 13, 2020 and November 16, 2020, the Sponsor effected a surrender of 1,437,500 shares of Class B common stock to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share surrenders. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares had been subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On November 24, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 1,838,800 Units and forfeited the remaining option; thus, only 290,300 shares of Class B common stock remain subject to forfeiture. On November 24, 2020, the remaining 290,300 shares of Class B common stock subject to forfeiture were forfeited. As of December 31, 2020, 5,459,700 shares were issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to the Company’s directors prior to the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) 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 of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account (1) $ 218,401,527 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 21,175,240 (1) Excludes $1,033 of cash held in the Trust Account. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the initial period December 31, 2020. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model each measurement date. The fair value of the Private Placement Warrants, at issuance, was greater than consideration received resulting in a loss. For the period from August 21, 2020 (inception) through December 31, 2020, the Company recognized on the statement of operations a loss on the sale of Private Placement warrants of approximately $934,000. For the period from August 21, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $1.4 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of December 31, 2020 Volatility 23.0 % Stock price $ 28.75 Time to Mergers and Acquisitions 1 year Risk-free rate 0.59 % Dividend yield % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from August 21, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at August 21, 2020 (inception) $ — Issuance of Public and Private Warrants 19,822,610 Change in fair value of derivative warrant liabilities 1,352,630 Derivative warrant liabilities at December 31, 2020 $ 21,175,240 |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note10 — Income Taxes The Company’s taxable income primarily consists of gain on investments in the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. Due to the loss incurred, there was no income tax expense for the period from August 21, 2020 (inception) through December 31, 2020. The income tax provision consists of the following for the period from August 21, 2020 (inception) through December 31, 2020: Current Federal State — Deferred Federal 49,331 State 8,277 Valuation allowance (57,608) Income tax provision $ — The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Net operating loss carryover 14,167 Start-up/Organization costs $ 43,441 Total deferred tax assets 57,608 Valuation allowance (57,608) Deferred tax asset, net of allowance $ — As of December 31, 2020, the Company had approximately $57,770 of U.S. federal and state net operating loss carryovers available to offset future taxable income which do not expire. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to applicable income tax examinations since inception. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the period from August 21, 2020 (inception) through December 31, 2020 is as follows: Statutory Federal income tax rate % State tax rate, net of federal benefit 3.5 % Change in fair value of warrant liabilities and related financing costs (18.9) % Change in Valuation Allowance (5.6) % Income Taxes % |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from August 21, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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. As of December 31, 2020, there were no cash equivalents in the Company’s operating cash account. The Company had $218,402,560 in cash equivalents held in the Trust Account as of December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in Trust Account. At 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. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise taxes payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.8 million is included in financing cost - derivative warrant liabilities in the statement of operations and $12.0 million is included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 18,561,710 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. |
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 815-15. 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. 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. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance and issued 4,245,173 Private Placement Warrants. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. |
Net Loss Per Common Stock | Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. An aggregate of 18,561,710 Class A common stock subject to possible redemption at December 31, 2020 has been excluded from the calculation of basic loss per common stock, since such shares, if redeemed, only participate in their pro rata share of the Trust earnings. The Company has not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 7,279,600 Class A common stock in the calculation of diluted loss per common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company applies the two-class method in calculating earnings per share. Net income per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of net gain from investments held in Trust Account, by the weighted average number of Class A common stock subject to possible redemption outstanding during the period. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding during the period. Non-redeemable common stock includes Class B common stocks and non-redeemable shares of Class A common stocks. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. Accordingly, basic and diluted loss per share of common stock is calculated as follows for the period from August 21, 2020 (inception) through December 31, 2020: For the Period From August 21, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 12,375 Less: Company's portion available to be withdrawn to pay taxes (12,375) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,601,115 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,275,148) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (3,275,148) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,134,577 Basic and diluted net loss per share, Non-redeemable common stock $ (0.53) |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of restatement on the balance sheets, statements of operations and statements of cash flows | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 219,682,119 $ — $ 219,682,119 Liabilities and shareholders’ equity Total current liabilities $ 246,195 $ — $ 246,195 Deferred underwriting commissions 7,643,580 — 7,643,580 Derivative warrant liabilities — 21,175,240 21,175,240 Total liabilities 7,889,775 21,175,240 29,065,015 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 206,792,340 (21,175,240) 185,617,100 shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 116 212 328 Class B ordinary shares - $0.0001 par value 546 — 546 Additional paid-in-capital 5,234,252 3,040,026 8,274,278 Accumulated deficit (234,910) (3,040,238) (3,275,148) Total shareholders’ equity 5,000,004 — 5,000,004 Total liabilities and shareholders’ equity $ 219,682,119 $ — $ 219,682,119 Period From August 21, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (249,470) $ — $ (249,470) Other (expense) income: Loss on issuance of Private Placement warrants — (933,938) (933,938) Change in fair value of derivative warrant liabilities — (1,352,630) (1,352,630) Financing cost -derivative warrant liabilities — (753,670) (753,670) Gain on investments held in trust account 14,560 — 14,560 Total other (expense) income 14,560 (3,040,238) (3,025,678) Net loss $ (234,910) $ (3,040,238) $ (3,275,148) Weighted average shares outstanding of common stock subject to redemption, basic and diluted 20,490,200 (1,889,085) 18,601,115 Basic and diluted net income per shares, common stock subject to redemption $ 0.00 $ 0.00 Weighted average shares outstanding of common stock, basic and diluted 5,509,726 624,851 6,134,577 Basic and diluted net loss per share, common stock $ (0.04) $ (0.49) $ (0.53) Period From August 21, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (234,910) $ (3,040,238) $ (3,275,148) Loss on issuance of Private Placement warrants $ — $ 933,938 $ 933,938 Change in fair value of derivative warrant liabilities $ — $ 1,352,630 $ 1,352,630 Financing Costs - derivative warrant liabilities $ — $ 753,670 $ 753,670 Initial value of Class A common stock subject to possible redemption $ 206,969,920 $ (18,903,210) $ 188,066,710 Change in fair value of Class A common stock subject to possible redemption $ (177,580) $ (2,272,030) $ (2,449,610) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of basic and diluted per share of common stock | For the Period From August 21, 2020 (inception) through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 12,375 Less: Company's portion available to be withdrawn to pay taxes (12,375) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 18,601,115 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (3,275,148) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (3,275,148) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,134,577 Basic and diluted net loss per share, Non-redeemable common stock $ (0.53) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of Company's financial assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account (1) $ 218,401,527 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 21,175,240 (1) Excludes $1,033 of cash held in the Trust Account. |
Schedule of quantitative information regarding Level 3 fair value measurements | As of December 31, 2020 Volatility 23.0 % Stock price $ 28.75 Time to Mergers and Acquisitions 1 year Risk-free rate 0.59 % Dividend yield % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at August 21, 2020 (inception) $ — Issuance of Public and Private Warrants 19,822,610 Change in fair value of derivative warrant liabilities 1,352,630 Derivative warrant liabilities at December 31, 2020 $ 21,175,240 |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income tax provision | The income tax provision consists of the following for the period from August 21, 2020 (inception) through December 31, 2020: Current Federal State — Deferred Federal 49,331 State 8,277 Valuation allowance (57,608) Income tax provision $ — |
Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Net operating loss carryover 14,167 Start-up/Organization costs $ 43,441 Total deferred tax assets 57,608 Valuation allowance (57,608) Deferred tax asset, net of allowance $ — |
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the period from August 21, 2020 (inception) through December 31, 2020 is as follows: Statutory Federal income tax rate % State tax rate, net of federal benefit 3.5 % Change in fair value of warrant liabilities and related financing costs (18.9) % Change in Valuation Allowance (5.6) % Income Taxes % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 5,004,766 | |||
Net proceeds placed in trust account | $ 218,400,000 | $ 72,000 | $ 72,000 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Aggregate purchase price | 25,000 | |||
Loans From Working Capital | $ 0 | $ 0 | ||
Warrants to purchase shares of common stock (in shares) | 4,000,000 | 4,000,000 | ||
Proceeds from issuance of warrants | $ 6,000,000 | |||
Percentage of aggregate fair market value of assets | 80.00% | |||
Ownership interest to be acquired on post-transaction company | 50.00% | |||
Per share value of residual assets in trust account | $ 10 | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Maturity term of U.S. government securities | 185 days | |||
Threshold Business Days For Redemption Of Public Shares | 10 days | |||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | |||
Operating bank account | $ 404,000 | 404,000 | ||
Working capital deficit | 1,100,000 | 1,100,000 | ||
Proceeds from related party loan | 105,031 | |||
Working Capital Loans | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Outstanding balance of related party note | 0 | $ 0 | ||
Sponsor | Founder | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | 25,000 | |||
Proceeds from related party loan | $ 105,000 | |||
Class A | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 7,279,600 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Share price | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | 7,000,000 | |||
Net proceeds placed in trust account | $ 200,000,000 | |||
IPO | Class A | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Share price | $ 10 | |||
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | 7,000,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10 | $ 10 | ||
Gross proceeds | 18,400,000 | |||
Offering cost | 1,000,000 | |||
Deferred underwriting commissions | 644,000 | |||
Net proceeds placed in trust account | $ 18,400,000 | |||
Over-allotment | Class B | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,838,800 | |||
Gross proceeds | $ 18,400,000 | |||
Offering cost | 1,000,000 | |||
Deferred underwriting commissions | $ 644,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds | $ 6,000,000 | |||
Warrants to purchase shares of common stock (in shares) | 245,173 | 4,000,000 | ||
Proceeds from issuance of warrants | $ 368,000 | |||
Price of warrants (in dollars per share) | $ 1.50 | |||
Private Placement | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds | $ 368,000 | |||
Warrants to purchase shares of common stock (in shares) | 245,173 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Aug. 20, 2020 |
BALANCE SHEET | ||
Total Assets | $ 219,682,119 | |
Liabilities and Equity [Abstract] | ||
Total current liabilities | 246,195 | |
Deferred underwriting commissions | 7,643,580 | |
Derivative warrant liabilities | 21,175,240 | |
Total liabilities | 29,065,015 | |
Class A common stock, $0.0001 par value; 18,561,710 shares subject to possible redemption at $10.00 per share | 185,617,100 | |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 8,274,278 | |
Accumulated deficit | (3,275,148) | |
Total stockholders' equity | 5,000,004 | $ 0 |
Total Liabilities and Stockholders' Equity | 219,682,119 | |
Class A | ||
Stockholders' Equity: | ||
Common Stock | 328 | |
Class B | ||
Stockholders' Equity: | ||
Common Stock | 546 | |
Restatement Of Warrants As Derivative Liabilities [Member] | Previously Reported [Member] | ||
BALANCE SHEET | ||
Total Assets | 219,682,119 | |
Liabilities and Equity [Abstract] | ||
Total current liabilities | 246,195 | |
Deferred underwriting commissions | 7,643,580 | |
Total liabilities | 7,889,775 | |
Class A common stock, $0.0001 par value; 18,561,710 shares subject to possible redemption at $10.00 per share | 206,792,340 | |
Stockholders' Equity: | ||
Additional paid-in capital | 5,234,252 | |
Accumulated deficit | (234,910) | |
Total stockholders' equity | 5,000,004 | |
Total Liabilities and Stockholders' Equity | 219,682,119 | |
Restatement Of Warrants As Derivative Liabilities [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Liabilities and Equity [Abstract] | ||
Derivative warrant liabilities | 21,175,240 | |
Total liabilities | 21,175,240 | |
Class A common stock, $0.0001 par value; 18,561,710 shares subject to possible redemption at $10.00 per share | (21,175,240) | |
Stockholders' Equity: | ||
Additional paid-in capital | 3,040,026 | |
Accumulated deficit | (3,040,238) | |
Restatement Of Warrants As Derivative Liabilities [Member] | Class A | Previously Reported [Member] | ||
Stockholders' Equity: | ||
Common Stock | 116 | |
Restatement Of Warrants As Derivative Liabilities [Member] | Class A | Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Stockholders' Equity: | ||
Common Stock | 212 | |
Restatement Of Warrants As Derivative Liabilities [Member] | Class B | Previously Reported [Member] | ||
Stockholders' Equity: | ||
Common Stock | $ 546 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements - Statement of Operations (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Loss from operations | $ (249,470) |
Nonoperating Income (Expense) [Abstract] | |
Loss on issuance of Private Placement warrants | (933,938) |
Change in fair value of derivative warrant liabilities | (1,352,630) |
Financing cost- derivative warrant liabilities | (753,670) |
Gain on investments held in trust account | 14,560 |
Other Nonoperating Income (Expense) | (3,025,678) |
Net loss | $ (3,275,148) |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted (in shares) | shares | 18,601,115 |
Basic and diluted net income per share, common stock subject to redemption (in dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 6,134,577 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ (0.53) |
Restatement Of Warrants As Derivative Liabilities [Member] | Previously Reported [Member] | |
Loss from operations | $ (249,470) |
Nonoperating Income (Expense) [Abstract] | |
Gain on investments held in trust account | 14,560 |
Other Nonoperating Income (Expense) | 14,560 |
Net loss | $ (234,910) |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted (in shares) | shares | 20,490,200 |
Basic and diluted net income per share, common stock subject to redemption (in dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 5,509,726 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ (0.04) |
Restatement Of Warrants As Derivative Liabilities [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |
Nonoperating Income (Expense) [Abstract] | |
Loss on issuance of Private Placement warrants | $ (933,938) |
Change in fair value of derivative warrant liabilities | (1,352,630) |
Financing cost- derivative warrant liabilities | (753,670) |
Other Nonoperating Income (Expense) | (3,040,238) |
Net loss | $ (3,040,238) |
Weighted average shares outstanding of common stock subject to redemption, basic and diluted (in shares) | shares | (1,889,085) |
Weighted average shares outstanding of common stock, basic and diluted (in shares) | shares | 624,851 |
Basic and diluted net income (loss) per share, common stock (in dollars per share) | $ / shares | $ (0.49) |
Restatement Of Previously Iss_5
Restatement Of Previously Issued Financial Statements - Statement of Cash Flows (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ (3,275,148) |
Loss on issuance of Private Placement warrants | 933,938 |
Change in fair value of derivative warrant liabilities | 1,352,630 |
Financing cost- derivative warrant liabilities | 753,670 |
Initial value of Class A common stock subject to possible redemption | 188,066,710 |
Change in fair value of Class A common stock subject to possible redemption | (2,449,610) |
Restatement Of Warrants As Derivative Liabilities [Member] | Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | (234,910) |
Initial value of Class A common stock subject to possible redemption | 206,969,920 |
Change in fair value of Class A common stock subject to possible redemption | (177,580) |
Restatement Of Warrants As Derivative Liabilities [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Net loss | (3,040,238) |
Loss on issuance of Private Placement warrants | 933,938 |
Change in fair value of derivative warrant liabilities | 1,352,630 |
Financing cost- derivative warrant liabilities | 753,670 |
Initial value of Class A common stock subject to possible redemption | (18,903,210) |
Change in fair value of Class A common stock subject to possible redemption | $ (2,272,030) |
Restatement Of Previously Iss_6
Restatement Of Previously Issued Financial Statements (Details) $ in Millions | Nov. 19, 2020USD ($) |
Restatement Of Previously Issued Financial Statements | |
Increase to the derivative warrant liabilities | $ 18.3 |
Increase Decrease to additional paid-in-capital | $ 1.7 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 19, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Assets Held-in-trust, Noncurrent | 218,402,560 | |
Financing cost- derivative warrant liabilities | 753,670 | |
Adjustments To Additional Paid In Capital On Offering Cost Net Of Reimbursement From Underwriters | $ 11,999,836 | |
Warrants issued | 7,279,600 | |
Private placement warrants | 4,245,173 | |
Class A | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share subject to possible redemption (in shares) | 18,561,710 | |
Number of shares issued | 7,279,600 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Deferred offering costs | $ 800,000 | |
Number of shares issued | 20,000,000 | |
IPO | Class A | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 20,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Net Income Per Share of Common Stock (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Earnings Allocable To Common Stock Subject To Possible Redemption [Abstract] | |
Income from investments held in Trust Account | $ 12,375 |
Less: Company's portion available to be withdrawn to pay taxes | $ (12,375) |
Denominator: Weighted average Class A common stock subject to possible redemption | |
Basic and diluted weighted average shares outstanding | shares | 18,601,115 |
Basic and diluted net income per share | $ / shares | $ 0 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (3,275,148) |
Non-redeemable net loss | $ (3,275,148) |
Denominator: weighted average Non-redeemable common stock | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 6,134,577 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (0.53) |
Non-redeemable Common Stock | |
Denominator: weighted average Non-redeemable common stock | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 6,134,577 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (0.53) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Nov. 20, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 5,004,766 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Class A | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in intial public offering, less fair value of public warrants (in shares) | 7,279,600 | |||
Common stock, par value | $ 0.0001 | |||
Exercise price of warrants (in dollars per share) | 10 | |||
Class B | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value | 0.0001 | |||
Maximum shares subject to forfeiture | 290,300 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in intial public offering, less fair value of public warrants (in shares) | 20,000,000 | |||
Share price | $ 10 | 10 | ||
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | $ 7,000,000 | |||
IPO | Class A | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in intial public offering, less fair value of public warrants (in shares) | 20,000,000 | |||
Share price | $ 10 | |||
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | $ 7,000,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10 | |||
Gross proceeds | $ 18,400,000 | |||
Offering cost | 1,000,000 | |||
Deferred underwriting commissions | $ 644,000 | |||
Maximum shares subject to forfeiture | 1,838,800 | |||
Over-allotment | Class B | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in intial public offering, less fair value of public warrants (in shares) | 1,838,800 | |||
Gross proceeds | $ 18,400,000 | |||
Offering cost | 1,000,000 | |||
Deferred underwriting commissions | $ 644,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Nov. 24, 2020 | Nov. 16, 2020 | Nov. 13, 2020 | Aug. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Number of shares transferred (in shares) | 80,000 | |||||
Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | |||||
Maximum | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||
Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
Number of shares surrender | 1,437,500 | 1,437,500 | ||||
Consideration for shares surrender | $ 0 | $ 0 | ||||
Common stock outstanding | 290,300 | 5,750,000 | 8,625,000 | 5,459,700 | ||
Shares, Outstanding | 290,300 | |||||
Class B | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Shares not subject to forfeiture | 750,000 | |||||
Common Stock, Shares Subject To Forfeiture As Percent Of Issued And Outstanding Shares | 20.00% | |||||
Class B | Over-allotment | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares Subject To Forfeiture As Percent Of Issued And Outstanding Shares | 20.00% | |||||
Common Stock Shares Forfeited During Period | 1,838,800 | |||||
An affiliate of Sponsor | Class B | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued (in shares) | 8,625,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Aggregate purchase price | $ 25,000 | |||||
Sponsor | Founder | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Michael E. Roemer | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred (in shares) | 30,000 | |||||
David Wajsgras | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred (in shares) | 50,000 |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Warrants to purchase shares of common stock (in shares) | 4,000,000 | ||
Price of warrants (in dollars per share) | $ 1.50 | ||
Proceeds from Issuance of Warrants | $ 6,000,000 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Class A | |||
Related Party Transaction [Line Items] | |||
Exercise price of warrants (in dollars per share) | 10 | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Warrants to purchase shares of common stock (in shares) | 245,173 | 4,000,000 | |
Proceeds from Issuance of Warrants | $ 368,000 | ||
Proceeds from Issuance or Sale of Equity | $ 6,000,000 | ||
Private Placement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Warrants to purchase shares of common stock (in shares) | 245,173 | ||
Proceeds from Issuance or Sale of Equity | $ 368,000 | ||
Private Placement | Class A | |||
Related Party Transaction [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Over-allotment | |||
Related Party Transaction [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 18,400,000 |
Related Party Transactions - Re
Related Party Transactions - Related party loans, Working capital loans, Administrative services and director compensation (Details) - USD ($) | 4 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Nov. 19, 2020 | Aug. 24, 2020 | |
Related Party Transaction [Line Items] | ||||
Proceeds from related party loan | $ 105,031 | |||
Price of warrants (in dollars per share) | $ 1.50 | |||
Repayment of debt | 105,031 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 105,000 | $ 300,000 | ||
Working Capital Loans | ||||
Related Party Transaction [Line Items] | ||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||
Price of warrants (in dollars per share) | $ 1.50 | |||
Outstanding balance of related party note | $ 0 | $ 0 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Nov. 24, 2020 | |
Commitments & Contingencies. | ||
Cash underwriting discount per unit | $ 0.20 | |
Payment of underwriter discount | $ 4,000,000 | |
Deferred fee per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 7,000,000 | $ 368,000 |
Underwriting Fee Payable | $ 644,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrant | $ 11.50 |
Threshold issue price per share | $ 9.20 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number Of Warrants Shares Outstanding | $ | $ 7,279,600 |
Redeemable warrants | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Threshold period for filling registration statement after business combination | 15 days |
Public Warrants expiration term | 5 years |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | Redeemable warrants | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption | 30 days |
Threshold trading days for redemption of warrants | 20 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds10.00 [Member] | Redeemable warrants | |
Class of Warrant or Right [Line Items] | |
Fair market value per share | $ 0.361 |
Stock price trigger for redemption of warrants (in dollars per share) | 10 |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption | 30 days |
Threshold trading days determining volume weighted average price | 10 days |
private placements Member | Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number Of Warrants Shares Outstanding | $ | $ 4,245,173 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Nov. 16, 2020 | Nov. 13, 2020 | Dec. 31, 2020 | Nov. 24, 2020 | Aug. 24, 2020 |
Over-allotment | |||||
Class of Stock [Line Items] | |||||
Maximum shares subject to forfeiture | 1,838,800 | ||||
Class A | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 200,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares issued | 3,277,090 | ||||
Common stock, shares outstanding | 3,277,090 | ||||
Share subject to possible redemption (in shares) | 18,561,710 | ||||
Class B | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares issued | 5,459,700 | 8,625,000 | |||
Common stock, shares outstanding | 5,750,000 | 8,625,000 | 5,459,700 | 290,300 | |
Maximum shares subject to forfeiture | 290,300 | ||||
Class B | Over-allotment | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 1,838,800 | ||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||||
Sponsor | Class B | |||||
Class of Stock [Line Items] | |||||
Number of shares surrendered | 1,437,500 | 1,437,500 | |||
Maximum shares subject to forfeiture | 750,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | Dec. 31, 2020$ / shares |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Class A | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments held in Trust Account | $ 0 |
Derivative warrant liabilities | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments held in Trust Account | 0 |
Derivative warrant liabilities | 21,175,240 |
U.S. Treasury Securities | Quoted Prices in Active Markets (Level 1) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments held in Trust Account | $ 218,401,527 |
Fair Value Measurements (Parent
Fair Value Measurements (Parenthetical) (Details) | Dec. 31, 2020USD ($) |
U.S. Treasury Securities | Quoted Prices in Active Markets (Level 1) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Cash held in the Trust Account. | $ 1,033 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Aug. 20, 2020 | Dec. 31, 2020 |
Fair Value Measurements | ||
Transfer of assets from level 1 to level 2 | $ 0 | |
Transfer of assets from level 2 to level 1 | 0 | |
Transfers to / from Level 3 | $ 0 | |
Loss on issuance of Private Placement warrants | $ 933,938 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Significant Other Unobservable Inputs (Level 3) | Dec. 31, 2020$ / shares |
Stock Price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 28.75 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 23 |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.59 |
Dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of derivative warrant liabilities | $ 1,352,630 |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Warrants | 19,822,610 |
Change in fair value of derivative warrant liabilities | 1,352,630 |
Derivative warrant liabilities at December 31, 2020 | $ 21,175,240 |
Income Taxes - Income tax provi
Income Taxes - Income tax provision (benefit) (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | 49,331 |
State | 8,277 |
Valuation allowance | (57,608) |
Income tax provision | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Net operating loss carryforwards | $ 14,167 |
Start-up/Organization costs | 43,441 |
Total deferred tax assets | 57,608 |
Valuation allowance | (57,608) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate Reconciliation (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Statutory Federal income tax rate | 21.00% |
State tax rate, net of federal benefit | 3.50% |
Change in fair value of warrant liabilities and related financing costs | (18.90%) |
Change in Valuation Allowance | (5.60%) |
Income Taxes | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes | |
Income tax expense | $ 0 |
Unrecognized tax benefits | 0 |
Accrued amount for payment of interest and penalties | 0 |
Net operating loss carryforwards | 57,770 |
Increase in fair value of liabilities | $ 1,400,000 |