Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39850 | |
Entity Registrant Name | KL Acquisition Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2734828 | |
Entity Address, Address Line One | 111 West 33rd Street, Suite 1910 | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10120 | |
City Area Code | 212 | |
Local Phone Number | 782-3482 | |
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 Central Index Key | 0001823323 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | KLAQU | |
Security Exchange Name | NASDAQ | |
Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock included as part of the units | |
Trading Symbol | KLAQ | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Redeemable warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | KLAQW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 978,323 | |
Prepaid expenses | 598,394 | |
Deferred offering costs associated with IPO | $ 408,197 | |
Total current assets | 1,576,717 | 408,197 |
Cash Held in Trust account | 287,543,856 | |
Total assets | 289,120,573 | 408,197 |
Current liabilities: | ||
Accounts payable and accrued expenses | 245,000 | 231,809 |
Franchise tax payable | 71,289 | |
Sponsor loans | 152,031 | |
Total current liabilities | 245,000 | 455,129 |
Warrant Liabilities | 9,651,837 | |
Deferred underwriters' discount | 10,062,500 | |
Total liabilities | 19,959,337 | 455,129 |
Commitments | ||
Common stock subject to possible redemption, 26,416,123 shares at redemption value | 264,161,230 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,281 | |
Retained earnings (Accumulated Deficit) | 4,999,054 | (71,932) |
Total stockholders' equity (deficit) | 5,000,006 | (46,932) |
Total liabilities and stockholders' equity | 289,120,573 | 408,197 |
Class A common stock | ||
Stockholders' equity (deficit): | ||
Common stock | 233 | |
Class B Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock | $ 719 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 29, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Temporary equity, shares outstanding | 26,416,123 | 26,416,123 | |
Over-allotment option | |||
Purchase price, per unit | $ 10 | ||
Class A common stock | |||
Common shares, par value, (per share) | $ 0.0001 | ||
Class A Common Stock Subject to Redemption | |||
Temporary equity, shares issued | 26,416,123 | ||
Temporary equity, shares outstanding | 26,416,123 | ||
Class A Common Stock Not Subject to Redemption | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | 200,000,000 | |
Common shares, shares issued | 2,333,877 | 0 | |
Common shares, shares outstanding | 2,333,877 | 0 | |
Class B Common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common shares, shares issued | 7,187,500 | 7,187,500 | |
Common shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 88,854 |
Loss from operations | (88,854) |
Other Income (Expense) | |
Interest income | 43,856 |
Change in fair value of warrant liabilities | 9,538,002 |
Offering expenses related to warrant issuance | (701,643) |
Total other income (expense) | 8,880,215 |
Net income | $ 8,791,361 |
Class A Common Stock Subject to Redemption | |
Other Income (Expense) | |
Weighted average shares outstanding, basic and diluted | shares | 25,495,727 |
Basic and diluted net loss per common share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Other Income (Expense) | |
Weighted average shares outstanding, basic and diluted | shares | 10,044,029 |
Basic and diluted net loss per common share | $ / shares | $ 0.88 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A common stockCommon Stock | Class B Common StockCommon Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 31, 2020 | $ 719 | $ 24,281 | $ (71,932) | $ (46,932) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants | $ 2,875 | 259,432,449 | 0 | 259,435,324 | |
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in shares) | 28,750,000 | ||||
Excess of cash received over fair value of private placement warrants | 981,483 | 0 | 981,483 | ||
Class A common stock subject to possible redemption | $ (2,642) | (260,438,213) | (3,720,375) | (264,161,230) | |
Class A common stock subject to possible redemption (in shares) | (26,416,123) | ||||
Net income | 0 | 8,791,361 | 8,791,361 | ||
Balance at the end at Mar. 31, 2021 | $ 233 | $ 719 | $ 0 | $ 4,999,054 | $ 5,000,006 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,333,877 | 7,187,500 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 8,791,361 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on trust account | (43,856) |
Change in fair value of warrant liabilities | (9,538,002) |
Offering costs allocated to warrants | 701,643 |
Changes in current assets and current liabilities: | |
Prepaid assets | (598,394) |
Franchise tax payable | (71,289) |
Accounts payable | 245,000 |
Net cash used in operating activities | (513,537) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (287,500,000) |
Net cash used in investing activities | (287,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' discount | 281,750,000 |
Proceeds from private placement | 7,750,000 |
Repayment of promissory note to related party | (152,031) |
Payments of offering costs | (356,109) |
Net cash provided by financing activities | 288,991,860 |
Net Change in Cash | 978,323 |
Cash - Ending | 978,323 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | 254,839,270 |
Initial value of warrant liabilities | 9,321,960 |
Change in value of Class A common stock subject to possible redemption | 19,189,839 |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 10,062,500 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General KL Acquisition Corp (the “Company”) was incorporated in Delaware on August 26, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) 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 cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is KL Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 7, 2021 (the “Effective Date”). On January 12, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,166,667 warrants (the “Private Placement Warrant”) in a private placement to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,750,000, which is discussed in Note 5. Transaction costs amounted to $16,344,997 consisting of $5,750,000 of underwriting fee, $10,062,500 of deferred underwriting fee and $532,497 of other offering costs. Of the total transaction cost $701,643 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on January 12, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $978,323 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem public shares. As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $152,031 and the remaining net proceeds from the IPO and the sale of Private Placement Warrants, not held in trust. The Company anticipates that the $978,323 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, the Company’s officers or directors are under any obligation to advance funds to, or to invest in, the Company. 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 its business plan, 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. Risks 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 financial position 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 financial position 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. |
Correction of An Error In Previ
Correction of An Error In Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Correction of An Error In Previously Issued Financial Statements | |
Correction of An Error In Previously Issued Financial Statements | Note 2. Revision of Previously Issued Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for its Public and Private Placement Warrants, (collectively, the “Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity The following summarizes the effect of the revision on each financial statement line item as of the date of the Company’s consummation of its IPO. As of January 12, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 19,189,839 $ 19,189,839 Total Liabilities 11,088,840 19,189,839 30,278,679 Shares Subject to Redemption 274,029,110 (19,189,840) 254,839,270 Class A Common Stock 135 192 327 Class B Common Stock 719 — 719 Additional Paid in Capital 5,005,039 701,452 5,706,491 (Accumulated Deficit) (5,892) (701,643) (707,535) Total Stockholders' Equity $ 5,000,001 $ 1 $ 5,000,002 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on March 31, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a 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 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 which is neither an emerging growth company nor an emerging growth company which 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 expenses during the reporting period. 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. Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the three months ended March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 26,416,123 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. Net Income per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account totaling $43,856 for the three months ended March 31, 2021 by the weighted average number of Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 (Unaudited) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Unrealized gain on investments held in Trust Account $ 43,856 Amount available to pay franchise taxes (43,856) Net earnings $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 25,495,727 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus net earnings Net income $ 8,791,361 Net earnings — Non-redeemable net income $ 8,791,361 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 10,004,029 Basic and diluted net income per share, Non-Redeemable Class A and Class B Common Stock $ 0.88 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $16,344,997 have been charged to stockholders’ equity (consisting of $5,750,000 of underwriting fee, $10,062,500 of deferred underwriting fee and $532,497 of other offering costs). Of the total transaction cost $701,643 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the 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. The Company accounts for its 14,750,000 common stock warrants issued in connection with IPO (9,583,333) and Private Placement Warrants (5,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 warrants issued by the Company in connection with the IPO and sale of the Private Placement Warrants has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering In connection with the IPO, the Company sold 28,750,000 Units including 3,750,000 Units purchased by the underwriters pursuant to the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per warrant ($7,750,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On December 29, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 shares of Class B common stock, par value $0.0001. On December 16, 2020, the Sponsor effected a surrender of 1,437,500 founder shares to the Company, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 7,187,500 founder shares. The Sponsor has agreed that, subject to certain limited exceptions, the founder shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination. Notwithstanding the foregoing, if the last reported sale price of the shares of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the converted Class A common stock will be released from the lock-up. Promissory Note — Related Party On August 26, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Proposed Public Offering. As of March 31, 2021, the Company had repaid the balance of $152,031 under the Promissory Note in full. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of March 31, 2021, no Working Capital Loans have been issued. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed at the effectiveness of the Company registration statement for the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On January 12, 2021, the Company paid the underwriters an underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $10,062,500 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock outstanding Class A Common Stock outstanding Class B Common Stock Holders of Class B common stock have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. In connection with the consummation of the Company’s IPO on January 12, 2021, the underwriters exercised their over-allotment option to the fullest extent comprising 3,750,000 units issued pursuant option. Due to the full exercise of the over-allotment option, the 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters will not be forfeited. The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the IPO, plus (ii) the sum of (a) all shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of public shares redeemed by Public Stockholders in connection with a Business Combination. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | Note 9 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is 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 elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30- trading day period ending three business days before 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). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of the Company’s Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 ● 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 based on the redemption date and the fair market value of the 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 ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 3 Months Ended |
Mar. 31, 2021 | |
Investment Held in Trust Account | |
Investment held in trust account | Note 10 — Investment Held in Trust Account As of March 31, 2021, investment in the Company’s Trust Account consisted of $399 in cash and $287,543,457 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on March 31, 2021 are as follows: Carrying Fair Value Value as of Gross as of March 31, Unrealized March 31, 2021 Gain 2021 Cash $ 399 $ — $ 399 U.S. Treasury Securities 287,543,457 5,668 287,549,125 $ 287,543,856 $ 5,668 $ 287,549,524 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 11 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Treasury Securities held in Trust account $ 287,549,125 $ 287,549,125 $ — $ — Liabilities: Warrant liabilities 9,651,837 — — 9,651,837 $ 297,200,962 $ 287,549,125 $ — $ 9,651,837 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility 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 to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between The following table provides quantitative information regarding Level 3 fair value measurements: At January 12, 2021 (Initial Measurement) At March 31, 2021 Stock price $ 9.95 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 6.00 5.89 Volatility 25.0 % 11.5 % Risk-free rate 0.67 % 1.13 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Public Placement Liabilities Fair value as of August 26, 2020 $ — $ — $ — Initial measurement on January 12, 2021 12,421,322 6,768,517 19,189,839 Change in valuation inputs or other assumptions (6,192,156) (3,345,846) (9,538,002) Fair value as of March 31, 2021 $ 6,229,166 $ 3,422,671 $ 9,651,837 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on March 31, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a 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 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 which is neither an emerging growth company nor an emerging growth company which 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 expenses during the reporting period. 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the three months ended March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 26,416,123 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. |
Net Income per Common Stock | Net Income per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account totaling $43,856 for the three months ended March 31, 2021 by the weighted average number of Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 (Unaudited) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Unrealized gain on investments held in Trust Account $ 43,856 Amount available to pay franchise taxes (43,856) Net earnings $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 25,495,727 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus net earnings Net income $ 8,791,361 Net earnings — Non-redeemable net income $ 8,791,361 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 10,004,029 Basic and diluted net income per share, Non-Redeemable Class A and Class B Common Stock $ 0.88 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $16,344,997 have been charged to stockholders’ equity (consisting of $5,750,000 of underwriting fee, $10,062,500 of deferred underwriting fee and $532,497 of other offering costs). Of the total transaction cost $701,643 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the 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. The Company accounts for its 14,750,000 common stock warrants issued in connection with IPO (9,583,333) and Private Placement Warrants (5,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 warrants issued by the Company in connection with the IPO and sale of the Private Placement Warrants has been estimated using Monte-Carlo simulations at each measurement date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Correction of An Error In Pre_2
Correction of An Error In Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Correction of An Error In Previously Issued Financial Statements | |
Schedule of effect of the restatement on each financial statement | As of January 12, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 19,189,839 $ 19,189,839 Total Liabilities 11,088,840 19,189,839 30,278,679 Shares Subject to Redemption 274,029,110 (19,189,840) 254,839,270 Class A Common Stock 135 192 327 Class B Common Stock 719 — 719 Additional Paid in Capital 5,005,039 701,452 5,706,491 (Accumulated Deficit) (5,892) (701,643) (707,535) Total Stockholders' Equity $ 5,000,001 $ 1 $ 5,000,002 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Schedule of calculation of basic and diluted net income (loss) per common share | Three Months Ended March 31, 2021 (Unaudited) Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Unrealized gain on investments held in Trust Account $ 43,856 Amount available to pay franchise taxes (43,856) Net earnings $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 25,495,727 Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and Class B Common Stock Numerator: Net income minus net earnings Net income $ 8,791,361 Net earnings — Non-redeemable net income $ 8,791,361 Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock 10,004,029 Basic and diluted net income per share, Non-Redeemable Class A and Class B Common Stock $ 0.88 |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investment Held in Trust Account | |
Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities | Carrying Fair Value Value as of Gross as of March 31, Unrealized March 31, 2021 Gain 2021 Cash $ 399 $ — $ 399 U.S. Treasury Securities 287,543,457 5,668 287,549,125 $ 287,543,856 $ 5,668 $ 287,549,524 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Treasury Securities held in Trust account $ 287,549,125 $ 287,549,125 $ — $ — Liabilities: Warrant liabilities 9,651,837 — — 9,651,837 $ 297,200,962 $ 287,549,125 $ — $ 9,651,837 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At January 12, 2021 (Initial Measurement) At March 31, 2021 Stock price $ 9.95 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 6.00 5.89 Volatility 25.0 % 11.5 % Risk-free rate 0.67 % 1.13 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Private Warrant Public Placement Liabilities Fair value as of August 26, 2020 $ — $ — $ — Initial measurement on January 12, 2021 12,421,322 6,768,517 19,189,839 Change in valuation inputs or other assumptions (6,192,156) (3,345,846) (9,538,002) Fair value as of March 31, 2021 $ 6,229,166 $ 3,422,671 $ 9,651,837 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Jan. 12, 2021USD ($)$ / sharesshares | Aug. 26, 2020 | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 14,750,000 | ||
Investments Maximum Maturity Term | 185 days | ||
Transaction Costs | $ 16,344,997 | ||
Underwriting fees | 5,750,000 | ||
Deferred underwriting fee payable | $ 5,750,000 | 10,062,500 | |
Other offering costs | 532,497 | ||
Offering expenses related to warrant issuance | 701,643 | ||
Cash held outside the Trust Account | 978,323 | ||
Condition for future business combination number of businesses minimum | 1 | ||
Payments for investment of cash in Trust Account | 287,500,000 | ||
Contribution from sponsor | 25,000 | ||
Proceeds from Related Party Debt | 152,031 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,166,667 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Proceeds from sale of Private Placement Warrants | $ 7,750,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering expenses related to warrant issuance | $ 701,643 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in shares) | shares | 28,750,000 | 28,750,000 | |
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 287,500,000 | ||
Sale of Private Placement Warrants (in shares) | shares | 9,583,333 | ||
Gross proceeds from sale of units | $ 287,500,000 | ||
Share Price | $ / shares | $ 10 | ||
Cash held outside the Trust Account | $ 978,323 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held In trust Account | 80.00% | ||
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 50.00% | ||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 5,166,667 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Proceeds from sale of Private Placement Warrants | $ 7,750,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in shares) | shares | 3,750,000 | ||
Purchase price, per unit | $ / shares | $ 10 |
Correction of An Error In Pre_3
Correction of An Error In Previously Issued Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liabilities | $ 9,651,837 | $ 19,189,839 | |
Total liabilities | 19,959,337 | 30,278,679 | $ 455,129 |
Shares Subject to Redemption | 254,839,270 | ||
Additional Paid in Capital | 5,706,491 | 24,281 | |
(Accumulated deficit) | (4,999,054) | (707,535) | 71,932 |
Total stockholders' equity (deficit) | 5,000,006 | 5,000,002 | (46,932) |
Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Value, Issued | 233 | 327 | |
Class B Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Value, Issued | $ 719 | 719 | $ 719 |
Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total liabilities | 11,088,840 | ||
Shares Subject to Redemption | 274,029,110 | ||
Additional Paid in Capital | 5,005,039 | ||
(Accumulated deficit) | (5,892) | ||
Total stockholders' equity (deficit) | 5,000,001 | ||
Previously Reported [Member] | Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Value, Issued | 135 | ||
Previously Reported [Member] | Class B Common Stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Value, Issued | 719 | ||
Revision of Prior Period, Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liabilities | 19,189,839 | ||
Total liabilities | 19,189,839 | ||
Shares Subject to Redemption | (19,189,840) | ||
Additional Paid in Capital | 701,452 | ||
(Accumulated deficit) | (701,643) | ||
Total stockholders' equity (deficit) | 1 | ||
Revision of Prior Period, Adjustment [Member] | Class A common stock | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Value, Issued | $ 192 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 26,416,123 | 26,416,123 | |
Common stock basic and diluted for common stock calculated by dividing interest income earned on trust account | $ 43,856 | ||
Offering costs | 16,344,997 | ||
Underwriting fees | 5,750,000 | ||
Deferred underwriting fee | 10,062,500 | $ 5,750,000 | |
Other offering costs | 532,497 | ||
Offering expenses related to warrant issuance | 701,643 | ||
Transaction Costs | $ 16,344,997 | ||
Common stock warrants issued | 14,750,000 | ||
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Initial Public Offering | |||
Common stock warrants issued | 9,583,333 | ||
Private Placement | |||
Common stock warrants issued | 5,166,667 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |
Unrealized gain on investments held in Trust Account | $ 43,856 |
Amount available to pay franchise taxes | (43,856) |
Numerator: Net income minus net earnings | |
Net income | 8,791,361 |
Non-redeemable net income | $ 8,791,361 |
Class A Common Stock Subject to Redemption | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding | shares | 25,495,727 |
Basic and diluted net loss per common share | $ / shares | $ 0 |
Common stock not subject to redemption | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding | shares | 10,004,029 |
Basic and diluted net loss per common share | $ / shares | $ 0.88 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Jan. 12, 2021 | Mar. 31, 2021 |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 28,750,000 | 28,750,000 |
Purchase price, per unit | $ 10 | |
Number of shares in a unit | 1 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.33 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,750,000 | |
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock warrants issued | 14,750,000 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock warrants issued | 5,166,667 | |
Price of warrants | $ 1.50 | |
Aggregate purchase price | $ 7,750,000 | |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock warrants issued | 5,166,667 | |
Price of warrants | $ 1.50 | |
Aggregate purchase price | $ 7,750,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Class B Common Stock | Dec. 29, 2020USD ($)$ / sharesshares | Dec. 16, 2020shares | Oct. 31, 2020item | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Related Party Transaction [Line Items] | |||||
Common Stock, Shares, Issued | 7,187,500 | 7,187,500 | |||
Common shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 1,437,500 | ||||
Founder | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares outstanding | 8,625,000 | ||||
Founder | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 8,625,000 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||
Purchase price, per unit | $ / shares | $ 0.003 | ||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
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) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 26, 2020 |
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | $ 152,031 | ||
Repayment of promissory note - related party | 152,031 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Proceeds from Related Party Debt | 152,031 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Price of warrant | $ 1.50 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Mar. 31, 2021USD ($)item$ / shares | Jan. 12, 2021USD ($)$ / shares |
Commitments & Contingencies | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.20 |
Deferred underwriting fee payable | $ | $ 10,062,500 | $ 5,750,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity- Common St
Stockholders' Equity- Common Stock Shares (Details) | 3 Months Ended | |||
Mar. 31, 2021$ / sharesshares | Jan. 12, 2021shares | Dec. 31, 2020$ / sharesshares | Dec. 29, 2020shares | |
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,416,123 | 26,416,123 | ||
Initial Public Offering | ||||
Class of Stock [Line Items] | ||||
Consummation of underwriters excised fullest extent units issued. | 3,750,000 | |||
Over-allotment option | ||||
Class of Stock [Line Items] | ||||
Shares subject to forfeiture | 937,500 | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, issued (in shares) | 26,416,123 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,416,123 | |||
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 2,333,877 | 0 | ||
Common shares, shares outstanding (in shares) | 2,333,877 | 0 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 7,187,500 | 7,187,500 | ||
Common shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | |
Ratio to be applied to the stock in the conversion | 20 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2021Ditem$ / shares | |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 1 year |
Public Warrants expiration term | 5 years |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | D | 20 |
Warrant exercise price adjustment multiple | 115 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% |
Warrant redemption price adjustment multiple | 180 |
Restrictions on transfer period of time after business combination completion | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Warrant redemption condition minimum share price scenario two | 18 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | item | 30 |
Investment Held in Trust Acco_3
Investment Held in Trust Account (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Carrying Value | $ 287,543,856 |
Gross Unrealized Gain | 5,668 |
Fair Value | 287,549,524 |
U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment in trust account | 287,543,457 |
Carrying Value | 287,543,457 |
Gross Unrealized Gain | 5,668 |
Fair Value | 287,549,125 |
Cash | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment in trust account | 399 |
Carrying Value | 399 |
Fair Value | $ 399 |
Fair Value Measurements - Measu
Fair Value Measurements - Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Jan. 12, 2021 |
Assets: | ||
Cash Held in Trust account | $ 287,543,856 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liabilities | 9,651,837 | $ 19,189,839 |
Fair value disclosure | 297,200,962 | |
U.S. Treasury Securities | ||
Assets: | ||
Cash Held in Trust account | 287,543,457 | |
U.S. Treasury Securities held in Trust account | ||
Assets: | ||
Cash Held in Trust account | 287,549,125 | |
Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Fair value disclosure | 287,549,125 | |
Level 1 | U.S. Treasury Securities held in Trust account | ||
Assets: | ||
Cash Held in Trust account | 287,549,125 | |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liabilities | 9,651,837 | |
Fair value disclosure | $ 9,651,837 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements (Details) | Mar. 31, 2021Y | Mar. 05, 2021Y |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 9.70 | 9.95 |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 11.50 | 11.50 |
Term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 5.89 | 6 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 11.5 | 25 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 1.13 | 0.67 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | Jan. 12, 2021 | Mar. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on January 12, 2021 | $ 19,189,839 | $ 9,321,960 |
Change in valuation inputs or other assumptions | (9,538,002) | |
Warrant liabilities at end of period | 9,651,837 | |
Warranty liability | 19,189,839 | 9,651,837 |
Change in fair value of warrant liabilities | (9,538,002) | |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on January 12, 2021 | 12,421,322 | |
Change in valuation inputs or other assumptions | (6,192,156) | |
Warrant liabilities at end of period | 6,229,166 | |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement on January 12, 2021 | $ 6,768,517 | |
Change in valuation inputs or other assumptions | (3,345,846) | |
Warrant liabilities at end of period | 3,422,671 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warranty liability | $ 9,651,837 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements | |
Fair value assets level 1 to level 2 transfers | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 |
Fair value assets transferred into (out of) level 3 | $ 0 |