Document and Entity Information
Document and Entity Information - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Jun. 04, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | The Company is filing this Amendment No. 2 to the Annual Report on Form 10-K (the “Report”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2021 (the “Original Filing”), as amended on June 8, 2021 with Amendment No. 1 to the Annual Report on Form 10-K/A of Lux Health Tech Acquisition Corp. as of and for the period ended December 31, 2020 (the “First Amended Filing”). | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Lux Health Tech ACQUISITION CORP. | ||
Entity Central Index Key | 0001823767 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-39657 | ||
Entity Tax Identification Number | 85-2825321 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 920 Broadway, 11th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | 646 | ||
Local Phone Number | 475-4385 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,500,000 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | LUXA | ||
Security Exchange Name | NASDAQ | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,625,000 | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one warrant to purchase one Class A common stock | ||
Trading Symbol | LUXAU | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Class A common stock | ||
Trading Symbol | LUXAW | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 637,825 |
Prepaid expenses | 448,780 |
Total current assets | 1,086,605 |
Investments held in Trust Account | 345,003,572 |
Total Assets | 346,090,177 |
Current liabilities: | |
Accounts Payable | 15,450 |
Accrued expenses | 109,432 |
Franchise tax payable | 65,255 |
Total current liabilities | 190,137 |
Deferred underwriting commissions | 12,075,000 |
Derivative warrant liabilities | 43,409,000 |
Total liabilities | 55,674,137 |
Commitments and Contingencies | |
Class A common stock, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.00 per share | 345,000,000 |
Stockholders’ Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (54,584,823) |
Total stockholders’ deficit | (54,583,960) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 346,090,177 |
Class A | |
Current liabilities: | |
Class A common stock, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.00 per share | 345,000,000 |
Class B | |
Stockholders’ Deficit: | |
Common stock, value | 863 |
Total stockholders’ deficit | $ 863 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, share issued | 0 |
Preferred stock, share outstanding | 0 |
Class A | |
Common stock, par value, shares subject to possible redemption | $ / shares | $ 0.0001 |
Common stock, shares subject to possible redemption | 34,500,000 |
Common stock, per share, shares subject to possible redemption | $ / shares | $ 10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, share issued | 0 |
Preferred stock, share outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, non-redeemable shares outstanding | 0 |
Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 8,625,000 |
Common stock, shares outstanding | 8,625,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 183,040 |
General and administrative expenses - related party | 593,330 |
Franchise tax expenses | 65,255 |
Total operating expenses | (841,625) |
Income from investments held in Trust Account | 3,572 |
Financing costs - derivative warrant liabilities | (1,073,940) |
Change in fair value of derivative warrant liabilities | (15,515,670) |
Net loss | (17,427,663) |
Class A | |
Net loss | $ (12,129,324) |
Weighted average shares outstanding of common stock, basic and diluted | shares | 18,554,622 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.65) |
Class B | |
Net loss | $ (5,298,339) |
Weighted average shares outstanding of common stock, basic and diluted | shares | 8,105,042 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.65) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 4 months ended Dec. 31, 2020 - USD ($) | Total | Class A | Class B | Additional Paid-In Capital | Accumulated Deficit |
Balance at Aug. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Aug. 31, 2020 | 0 | 0 | |||
Issuance of Class B common stock to Sponsor | 25,000 | $ 863 | 24,137 | ||
Issuance of Class B common stock to Sponsor, shares | 8,625,000 | ||||
Accretion of Class A common stock subject to possible redemption | (37,181,297) | $ (24,137) | (37,157,160) | ||
Net loss | (17,427,663) | $ (12,129,324) | $ (5,298,339) | (17,427,663) | |
Balance at Dec. 31, 2020 | $ (54,583,960) | $ 863 | $ (54,584,823) | ||
Balance, shares at Dec. 31, 2020 | 8,625,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (17,427,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Non-cash compensation to Sponsor | 593,330 |
Offering costs associated with derivative warrant liabilities | 1,073,940 |
Change in fair value of derivative warrant liabilities | 15,515,670 |
Income from investments held in Trust Account | (3,572) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (421,980) |
Accrued expenses | 25,732 |
Franchise tax payable | 65,255 |
Net cash used in operating activities | (579,288) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (345,000,000) |
Net cash used in investing activities | (345,000,000) |
Cash Flows from Financing Activities: | |
Expenses paid by Sponsor through related party note | 8,322 |
Repayment of note payable to related party | (171,903) |
Proceeds received from initial public offering, gross | 345,000,000 |
Proceeds received from private placement | 8,900,000 |
Offering costs paid | (7,544,306) |
Net cash provided by financing activities | 346,217,113 |
Net increase in cash | 637,825 |
Cash - end of the period | 637,825 |
Supplemental disclosure of noncash financing activities: | |
Prepaid expenses included in notes payable - related party | 26,800 |
Offering costs included in accounts payable | 15,450 |
Offering costs included in accrued expenses | 83,700 |
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 |
Accretion of Class A common stock subject to possible redemption value | 37,181,297 |
Note Payable - Related Party | |
Supplemental disclosure of noncash financing activities: | |
Offering costs included in note payable - related party | 136,781 |
Class B | |
Cash Flows from Operating Activities: | |
Net loss | (5,298,339) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | $ 25,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 4 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Lux Health Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and placed in Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Lux Encore Sponsor, L.P., a Delaware limited liability company and an affiliate of certain of the Company’s officers and directors (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2020. On , the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions (Note 5 and 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of (Note 5). Upon the closing of the Initial Public Offering and the Private Placement $345.0 million of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds from the sale of Private Placement Warrants in the Private Placement were placed in a located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”) . The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 29, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes as well as expenses relating to the administration of the trust account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020, and the period from September 1, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants and the Company’s classification of Public Shares and presentation of earnings per share. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of December 31, 2020, the Company had $0.6 million in cash and working capital of approximately $1.0 million (not taking into account tax obligations of approximately $65,000 that may be paid using investment income earned from Trust Account). Further, the Company expects to incur significant costs in pursuit of its acquisition plans. The Company’s plans to raise capital and to consummate its initial business combination may not be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic on the industry and its effect on the Company’s financial position, results of its operations and/or search for a target company. The Company also needs to raise additional funds to meet its obligations and sustain its operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. Risks and uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 —Restatement of Previously Issued Financial Statements On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on October 29, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, with the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on October 29, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2020, should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and filed Amendment No. 1 to its Annual Report on Form 10-K. In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company re-evaluated its accounting for its redeemable Class A common stock and earnings per share. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company concluded it should present all redeemable Class A common stock as temporary equity recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and correct its earnings per share presentation. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections noted above and determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company is restating its previously issued audited financial statements as of December 31, 2020, and the annual period ending December 31, 2020 in this filing. Impact of the Restatement The impact of the restatement on the balance sheet, statement of stockholders’ equity (deficit), statement of operations earnings per share data, and statement of cash flows for the Affected Annual Period is presented below. The restatement had no impact on total assets, total liabilities, net income (loss) and net cash flows from operating, investing or financing activities. As of December 31, 2020 As Reported Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment As Restated Total assets $ 346,090,177 $ — $ — $ 346,090,177 Total liabilities $ 12,265,137 $ 43,409,000 $ — $ 55,674,137 Class A common stock subject to possible redemption 328,825,030 (43,409,000 ) 59,583,970 345,000,000 Preferred stock — — — — Class A common stock 162 434 (596 ) — Class B common stock 863 — — 863 Additional paid-in capital 5,243,708 17,182,506 (22,426,214 ) — Accumulated deficit (244,723 ) (17,182,940 ) (37,157,160 ) (54,584,823 ) Total stockholders' equity (deficit) $ 5,000,010 $ — $ (59,583,970 ) $ (54,583,960 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 346,090,177 $ — $ — $ 346,090,177 Shares of Class A common stock subject to possible redemption 32,882,503 (4,340,900 ) 5,958,397 34,500,000 Shares of Class A common stock 1,617,497 4,340,900 (5,958,397 ) — For The Period From September 1, 2020 (inception) through December 31, 2020 Total Stockholders' Equity (Deficit), As Reported on Original Form 10-K Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment Total Stockholders' Equity (Deficit), As Restated Balance - September 1, 2020 (inception) $ — $ — $ — $ — Issuance of Class B common stock to Sponsor 25,000 — — 25,000 Sale of units in initial public offering, less derivative liabilities for public warrants 345,000,000 (18,400,000 ) (326,600,000 ) — Offering costs (19,855,237 ) 1,073,940 18,781,297 — Accretion of Class A common stock subject to possible redemption to redemption amount — — (37,181,297 ) (37,181,297 ) Sale of private placement warrants to Sponsor in private placement 8,900,000 (8,900,000 ) — — Common stock subject to possible redemption (328,825,030 ) 43,409,000 285,416,030 — Net loss (244,723 ) (17,182,940 ) — (17,427,663 ) Balance - December 31, 2020 $ 5,000,010 $ — $ (59,583,970 ) $ (54,583,960 ) Earnings Per Share As Reported on Original Form 10-K Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment As Restated Form 10-KA (December 31, 2020) - period ended December 31, 2020 Net loss $ (244,723 ) $ (17,182,940 ) $ — $ (17,427,663 ) Weighted average shares outstanding - Class A common stock 32,910,507 (2,813,576 ) (11,542,309 ) 18,554,622 Basic and diluted loss per share - Class A common stock $ — $ — $ (0.65 ) $ (0.65 ) Weighted average shares outstanding - Class B common stock 8,959,895 1,513,184 (2,368,037 ) 8,105,042 Basic and diluted loss per share - Class B common stock $ (0.03 ) $ (1.63 ) $ 1.01 $ (0.65 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents present. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and are therefore excluded from the levels of the fair value hierarchy. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. Beginning as of December 31, 2020, the fair value of Public Warrants have been measured based on the listed market price of such Public Warrants. The Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants at December 31, 2020. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering . Share Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, Share-based Compensation Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company 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 December 31, 2020, shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. 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 issued 11,500,000 warrants in connection with the Initial Public Offering (the “Public Warrants”) 5,933,333 warrants in a Private Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as compensation expense. 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 in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. Beginning as of December 31, 2020, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The Private Placement Warrants were measured by reference to the listed trading price of the Public Warrants at December 31, 2020 Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income (loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,433,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For The Period from September 1, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (12,129,324 ) $ (5,298,339 ) Denominator: Basic and diluted weighted average common shares outstanding 18,554,622 8,105,042 Basic and diluted net loss per common share $ (0.65 ) $ (0.65 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On , the Company consummated its Initial Public Offering of Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, inclusive of $12.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | No t e 5—Related Party Transactions Founder Shares On September 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on October 29, 2020; thus, the 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (a) Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of . A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 7 under “Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of October 29, 2020, the Company borrowed approximately $172,000 under the Note. The Company repaid the Note in full on October 30, 2020 . In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreements On October 22, 2020, the Company entered into a forward purchase agreement pursuant to which Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (together, the “Lux Ventures VI Entities”) have agreed to purchase an aggregate of up to 1,500,000 forward purchase units, each unit consisting of the forward purchase shares and the forward purchase warrants, for $10.00 per unit, or an aggregate maximum amount of $15,000,000, in a private placement that will close simultaneously with the closing of the initial Business Combination. The Lux Ventures VI Entities will purchase a number of forward purchase units that will result in gross proceeds to the Company necessary to enable the Company to consummate its initial Business Combination and pay related fees and expenses, after first applying amounts available to the Company from the Trust Account (after paying the deferred underwriting discount and giving effect to any redemptions of Public Shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of the initial Business Combination, plus any additional amounts mutually agreed by the Company and the Lux Ventures VI Entities to be retained by the post-Business Combination company for working capital or other purposes. The Lux Ventures VI Entities’ obligation to purchase forward purchase units will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to the Lux Ventures VI Entities and on a requirement that such initial Business Combination is approved by a unanimous vote of the board of directors. In determining whether a target is reasonably acceptable to the Lux Ventures VI Entities, the Company expects that the Lux Ventures VI Entities would consider many of the same criteria as the Company will consider, but will also consider whether the investment is an appropriate investment for the Lux Ventures VI Entities. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 4 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities As of December 31, 2020, the Company had 11,500,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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 described under “Redemption of warrants for shares of Class A common stock” and “Redemption of warrants for cash” 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 are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Shares of Class A common stock; and • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted) for any trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if the Reference Value is less than $18.00 per share (as adjusted), for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of Class A common stock shall mean the volume-weighted average price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 4 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 8— Class A Common Stock The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (18,400,000 ) Class A ordinary share issuance costs (18,781,297 ) Plus: Accretion of carrying value to redemption value 37,181,297 Class A ordinary share subject to possible redemption $ 345,000,000 |
Stockholders' Deficit
Stockholders' Deficit | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Deficit | Note 9—Stockholders’ Deficit Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020, there were 34,500,000 shares of Class A common stock outstanding, all subject to possible redemption and classified as temporary equity in the accompanying balance sheet. See Notes 2 and 8. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On September 4, 2020, the Company issued 8,625,000 shares of Class B common stock to the Sponsor, including an aggregate of up to 1,125,000 shares of Class B common stock that were subject to forfeiture for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on October 29, 2020; thus, the 1,125,000 Founder Shares are no longer subject to forfeiture. As of December 31, 2020, there were 8,625,000 shares of Class B common stock outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders, except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the sum of the total number of 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 the initial Business Combination (excluding (1) any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and (2) any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of any Working Capital Loans), minus (b) the number of Public Shares redeemed by Public Stockholders in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,003,572 $ - $ - Liabilities Derivative warrant liabilities -Public Warrants $ 28,635,000 $ - $ - Derivative warrant liabilities -Private Warrants $ - $ 14,774,000 $ - Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently through September 30, 2020. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since October 2020. The Private Placement Warrants are measured by reference to the listed trading price of the Public Warrants at December 31, 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $15.5 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Public Warrants prior to being separately listed and traded, and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation 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 warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at the initial measurement date: As of October 29, 2020 Stock Price $ 10.00 Volatility 30.0 % Expected life of the options to convert 5.00 Risk-free rate 0.35 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities for the period from September 1, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at September 1, 2020 (inception) $ - Issuance of Public and Private Warrants 27,893,330 Change in fair value of warrant liabilities 15,515,670 Warrant liabilities at December 31, 2020 $ 43,409,000 |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ - State - Deferred Federal (51,392 ) State - Valuation allowance 51,392 Income tax provision $ - The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 38,438 Net operating loss carryforwards 12,954 Total deferred tax assets 51,392 Valuation allowance (51,392 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from September 1, 2020 (date of inception) to December 31, 2020, the valuation allowance was $ 51,392 59,971 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (18.7 )% Financing costs - derivative warrant liabilities (2.0 )% Change in Valuation Allowance (0.3 )% Income Taxes Benefit 0.0 % There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events On December 3, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of the Company’s Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, to warrants of the Company, at a price of $1.50 per warrant (the “Warrants”). The terms of the Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which, in certain instances, would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that, other than the restatements described in Note 2 and contained herein, all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period as of December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, there were no cash equivalents present. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and are therefore excluded from the levels of the fair value hierarchy. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. Beginning as of December 31, 2020, the fair value of Public Warrants have been measured based on the listed market price of such Public Warrants. The Private Placement Warrants were measured at fair value by reference to the listed market price of the Public Warrants at December 31, 2020. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering . |
Share Based Compensation | Share Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, Share-based Compensation |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company 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 December 31, 2020, shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
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 issued 11,500,000 warrants in connection with the Initial Public Offering (the “Public Warrants”) 5,933,333 warrants in a Private Placement (the “Private Placement Warrants”). These warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as compensation expense. 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 in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. Beginning as of December 31, 2020, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The Private Placement Warrants were measured by reference to the listed trading price of the Public Warrants at December 31, 2020 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Net Income (loss) Per Common Share | Net Income (loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,433,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For The Period from September 1, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (12,129,324 ) $ (5,298,339 ) Denominator: Basic and diluted weighted average common shares outstanding 18,554,622 8,105,042 Basic and diluted net loss per common share $ (0.65 ) $ (0.65 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Summary of Impact of the Restatement on the Balance Sheet, Statement of Stockholders' Equity (Deficit), Statement of Operations Earnings Per Share Data, and Statement of Cash Flows | As of December 31, 2020 As Reported Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment As Restated Total assets $ 346,090,177 $ — $ — $ 346,090,177 Total liabilities $ 12,265,137 $ 43,409,000 $ — $ 55,674,137 Class A common stock subject to possible redemption 328,825,030 (43,409,000 ) 59,583,970 345,000,000 Preferred stock — — — — Class A common stock 162 434 (596 ) — Class B common stock 863 — — 863 Additional paid-in capital 5,243,708 17,182,506 (22,426,214 ) — Accumulated deficit (244,723 ) (17,182,940 ) (37,157,160 ) (54,584,823 ) Total stockholders' equity (deficit) $ 5,000,010 $ — $ (59,583,970 ) $ (54,583,960 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) $ 346,090,177 $ — $ — $ 346,090,177 Shares of Class A common stock subject to possible redemption 32,882,503 (4,340,900 ) 5,958,397 34,500,000 Shares of Class A common stock 1,617,497 4,340,900 (5,958,397 ) — For The Period From September 1, 2020 (inception) through December 31, 2020 Total Stockholders' Equity (Deficit), As Reported on Original Form 10-K Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment Total Stockholders' Equity (Deficit), As Restated Balance - September 1, 2020 (inception) $ — $ — $ — $ — Issuance of Class B common stock to Sponsor 25,000 — — 25,000 Sale of units in initial public offering, less derivative liabilities for public warrants 345,000,000 (18,400,000 ) (326,600,000 ) — Offering costs (19,855,237 ) 1,073,940 18,781,297 — Accretion of Class A common stock subject to possible redemption to redemption amount — — (37,181,297 ) (37,181,297 ) Sale of private placement warrants to Sponsor in private placement 8,900,000 (8,900,000 ) — — Common stock subject to possible redemption (328,825,030 ) 43,409,000 285,416,030 — Net loss (244,723 ) (17,182,940 ) — (17,427,663 ) Balance - December 31, 2020 $ 5,000,010 $ — $ (59,583,970 ) $ (54,583,960 ) Earnings Per Share As Reported on Original Form 10-K Restatement No. 1 - Warrants Adjustment Restatement No. 2 - Temporary Equity Adjustment As Restated Form 10-KA (December 31, 2020) - period ended December 31, 2020 Net loss $ (244,723 ) $ (17,182,940 ) $ — $ (17,427,663 ) Weighted average shares outstanding - Class A common stock 32,910,507 (2,813,576 ) (11,542,309 ) 18,554,622 Basic and diluted loss per share - Class A common stock $ — $ — $ (0.65 ) $ (0.65 ) Weighted average shares outstanding - Class B common stock 8,959,895 1,513,184 (2,368,037 ) 8,105,042 Basic and diluted loss per share - Class B common stock $ (0.03 ) $ (1.63 ) $ 1.01 $ (0.65 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share of Common Stock for Each Class of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For The Period from September 1, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (12,129,324 ) $ (5,298,339 ) Denominator: Basic and diluted weighted average common shares outstanding 18,554,622 8,105,042 Basic and diluted net loss per common share $ (0.65 ) $ (0.65 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A Common Stock Reflected on Balance Sheet Reconciled | The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (18,400,000 ) Class A ordinary share issuance costs (18,781,297 ) Plus: Accretion of carrying value to redemption value 37,181,297 Class A ordinary share subject to possible redemption $ 345,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 345,003,572 $ - $ - Liabilities Derivative warrant liabilities -Public Warrants $ 28,635,000 $ - $ - Derivative warrant liabilities -Private Warrants $ - $ 14,774,000 $ - |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Initial Measurement Date | The following table provides quantitative information regarding Level 3 fair value measurements inputs at the initial measurement date: As of October 29, 2020 Stock Price $ 10.00 Volatility 30.0 % Expected life of the options to convert 5.00 Risk-free rate 0.35 % Dividend yield 0.0 % |
Summary of Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the period from September 1, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at September 1, 2020 (inception) $ - Issuance of Public and Private Warrants 27,893,330 Change in fair value of warrant liabilities 15,515,670 Warrant liabilities at December 31, 2020 $ 43,409,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: December 31, 2020 Current Federal $ - State - Deferred Federal (51,392 ) State - Valuation allowance 51,392 Income tax provision $ - |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets: Start-up/Organization costs $ 38,438 Net operating loss carryforwards 12,954 Total deferred tax assets 51,392 Valuation allowance (51,392 ) Deferred tax asset, net of allowance $ - |
Schedule of Reconciliation of Statutory Federal Income Tax Rate (Benefit) To Company's Effective Tax Rate (Benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2020 Statutory Federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (18.7 )% Financing costs - derivative warrant liabilities (2.0 )% Change in Valuation Allowance (0.3 )% Income Taxes Benefit 0.0 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | Oct. 29, 2020 | Dec. 31, 2020 |
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Price per share | $ 10 | |
Proceeds received from initial public offering, gross | $ 345,000,000 | |
Deferred underwriting commissions | $ 12,075,000 | |
Price per warrant | $ 11.50 | |
Percentage of fair market value of acquisition required of net assets held in the Trust Account | 80.00% | |
Minimum percentage of ownership required post-transaction | 50.00% | |
Minimum amount of net tangible assets required for public share redemption in business combination | $ 5,000,001 | |
Percentage of restricted redeeming shares | 15.00% | |
Business combination completion period from closing date of initial public offering | 24 months | |
Per share value of residual assets remaining available for distribution | $ 10 | |
Cash | $ 637,825 | |
Working capital deficit | 1,000,000 | |
Tax obligations | 65,000 | |
Maximum | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Interest to pay dissolution expenses | $ 100,000 | |
Class A | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Public Shares | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Price per share | $ 10 | |
Redemption percentage of shares in certificate of incorporation in case of not completing business combination within combination period | 100.00% | |
Initial Public Offering | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Sale of stock, number of shares issued | 34,500,000 | |
Price per share | $ 10 | |
Proceeds received from initial public offering, gross | $ 345,000,000 | |
Offering costs | 19,900,000 | |
Deferred underwriting commissions | $ 12,100,000 | |
Initial Public Offering | Class A | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Sale of stock, number of shares issued | 34,500,000 | |
Over-Allotment | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Sale of stock, number of shares issued | 4,500,000 | |
Over-Allotment | Class A | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Sale of stock, number of shares issued | 4,500,000 | |
Private Placement | ||
Organization Business Operations And Basis Of Presentation [Line Items] | ||
Number of warrants issued | 5,933,333 | |
Price per warrant | $ 1.50 | |
Proceeds from warrants issuance | $ 8,900,000 | |
Warrant to purchase shares of common exercised | 1 | |
Common stock, par value | $ 11.50 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) | Dec. 31, 2020USD ($) |
Prior Period Adjustment [Abstract] | |
Minimum amount of net tangible assets required for public share redemption in business combination | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement on the Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 04, 2020 | Aug. 31, 2020 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Total assets | $ 346,090,177 | ||
Total liabilities | 55,674,137 | ||
Class A common stock subject to possible redemption | 345,000,000 | ||
Preferred stock | |||
Accumulated deficit | (54,584,823) | ||
Total stockholders' equity (deficit) | (54,583,960) | $ 0 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 346,090,177 | ||
As Reported | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Total assets | 346,090,177 | ||
Total liabilities | 12,265,137 | ||
Preferred stock | |||
Additional paid-in capital | 5,243,708 | ||
Accumulated deficit | (244,723) | ||
Total stockholders' equity (deficit) | 5,000,010 | 0 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | 346,090,177 | ||
Restatement Adjustment | Warrants | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Total liabilities | 43,409,000 | ||
Preferred stock | |||
Additional paid-in capital | 17,182,506 | ||
Accumulated deficit | (17,182,940) | ||
Total stockholders' equity (deficit) | 0 | ||
Restatement Adjustment | Temporary Equity | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Preferred stock | |||
Additional paid-in capital | (22,426,214) | ||
Accumulated deficit | (37,157,160) | ||
Total stockholders' equity (deficit) | (59,583,970) | 0 | |
Class A | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | $ 345,000,000 | ||
Total stockholders' equity (deficit) | 0 | ||
Common stock, shares subject to possible redemption | 34,500,000 | ||
Class A | As Reported | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | $ 328,825,030 | ||
Common stock | $ 162 | ||
Common stock, shares subject to possible redemption | 32,882,503 | ||
Common stock, shares issued | 1,617,497 | ||
Class A | Restatement Adjustment | Warrants | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | $ (43,409,000) | ||
Common stock | $ 434 | ||
Common stock, shares subject to possible redemption | (4,340,900) | ||
Common stock, shares issued | 4,340,900 | ||
Class A | Restatement Adjustment | Temporary Equity | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Class A common stock subject to possible redemption | $ 59,583,970 | ||
Common stock | $ (596) | ||
Common stock, shares subject to possible redemption | 5,958,397 | ||
Common stock, shares issued | (5,958,397) | ||
Class B | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Common stock | $ 863 | ||
Total stockholders' equity (deficit) | $ 863 | $ 0 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Class B | As Reported | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Common stock | $ 863 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement on the Statement of Stockholders' Equity (Deficit) (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Balance | $ 0 |
Issuance of Class B common stock to Sponsor | 25,000 |
Accretion of Class A common stock subject to possible redemption to redemption amount | (37,181,297) |
Net loss | (17,427,663) |
Balance | (54,583,960) |
As Reported | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Balance | 0 |
Issuance of Class B common stock to Sponsor | 25,000 |
Sale of units in initial public offering, less derivative liabilities for public warrants | 345,000,000 |
Offering costs | 19,855,237 |
Sale of private placement warrants to Sponsor in private placement | 8,900,000 |
Common stock subject to possible redemption | (328,825,030) |
Net loss | (244,723) |
Balance | 5,000,010 |
Restatement Adjustment | Warrants | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Balance | 0 |
Sale of units in initial public offering, less derivative liabilities for public warrants | (18,400,000) |
Offering costs | 1,073,940 |
Sale of private placement warrants to Sponsor in private placement | (8,900,000) |
Common stock subject to possible redemption | 43,409,000 |
Net loss | (17,182,940) |
Restatement Adjustment | Temporary Equity | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Balance | 0 |
Sale of units in initial public offering, less derivative liabilities for public warrants | (326,600,000) |
Offering costs | 18,781,297 |
Accretion of Class A common stock subject to possible redemption to redemption amount | (37,181,297) |
Common stock subject to possible redemption | 285,416,030 |
Balance | $ (59,583,970) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement on the Statement of Operations Earnings Per Share Data (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (17,427,663) |
Class A | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (12,129,324) |
Weighted average shares outstanding of common stock, basic and diluted | 18,554,622 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.65) |
Class B | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (5,298,339) |
Weighted average shares outstanding of common stock, basic and diluted | 8,105,042 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.65) |
As Reported | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (244,723) |
As Reported | Class A | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | 32,910,507 |
As Reported | Class B | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | 8,959,895 |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.03) |
Restatement Adjustment | Warrants | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Net loss | $ | $ (17,182,940) |
Restatement Adjustment | Class A | Warrants | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | (2,813,576) |
Restatement Adjustment | Class A | Temporary Equity | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | (11,542,309) |
Basic and diluted net loss per share, common stock | $ / shares | $ (0.65) |
Restatement Adjustment | Class B | Warrants | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | 1,513,184 |
Basic and diluted net loss per share, common stock | $ / shares | $ (1.63) |
Restatement Adjustment | Class B | Temporary Equity | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Weighted average shares outstanding of common stock, basic and diluted | (2,368,037) |
Basic and diluted net loss per share, common stock | $ / shares | $ 1.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Significant Accounting Policies [Line Items] | |
Cash equivalents | $ | $ 0 |
Net assets value per share | $ / shares | $ 10 |
Federal deposit insurance corporation coverage Limit | $ | $ 250,000 |
Concentration of credit risk, losses | $ | $ 0 |
Number of shares used in calculation of diluted loss per share | 17,433,333 |
Public Warrants | |
Significant Accounting Policies [Line Items] | |
Number of warrants issued | 11,500,000 |
Private Placement Warrants | |
Significant Accounting Policies [Line Items] | |
Number of warrants issued | 5,933,333 |
Class A | |
Significant Accounting Policies [Line Items] | |
Temporary equity | 34,500,000 |
Investments | |
Significant Accounting Policies [Line Items] | |
Net assets value per share | $ / shares | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share of Common Stock for Each Class of Common Stock (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Basic and diluted net loss per common share | |
Net loss | $ (17,427,663) |
Class A | |
Basic and diluted net loss per common share | |
Net loss | $ (12,129,324) |
Basic and diluted weighted average common shares outstanding | shares | 18,554,622 |
Basic and diluted net loss per common share | $ / shares | $ (0.65) |
Class B | |
Basic and diluted net loss per common share | |
Net loss | $ (5,298,339) |
Basic and diluted weighted average common shares outstanding | shares | 8,105,042 |
Basic and diluted net loss per common share | $ / shares | $ (0.65) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Oct. 29, 2020 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | ||
Price per share | $ 10 | |
Gross proceeds | $ 345,000,000 | |
Deferred underwriting commission | $ 12,075,000 | |
Price per warrant | $ 11.50 | |
Initial Public Offering | ||
Initial Public Offering [Line Items] | ||
Sale of stock, description | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |
Sale of stock, consummated date | Oct. 29, 2020 | |
Sale of stock, number of shares issued | 34,500,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 345,000,000 | |
Offering costs | 19,900,000 | |
Deferred underwriting commission | $ 12,100,000 | |
Over-Allotment | ||
Initial Public Offering [Line Items] | ||
Sale of stock, number of shares issued | 4,500,000 | |
Note Warrant | ||
Initial Public Offering [Line Items] | ||
Price per warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Sep. 04, 2020 | Dec. 31, 2020 | Oct. 29, 2020 | Aug. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Price per share | $ 10 | |||
Warrant issued per share | $ 11.50 | |||
Aggregate loan amount to related parties | $ 300,000 | |||
Expenses paid by related party | $ 5,555 | |||
Working Capital Loans | ||||
Related Party Transaction [Line Items] | ||||
Loan convertible to warrants | $ 1,500,000 | |||
Warrant convertible price | $ 1.50 | |||
Borrowings | $ 0 | |||
Private Placement Warrants | ||||
Related Party Transaction [Line Items] | ||||
Warrant issued | 5,933,333 | |||
Price per share | $ 1.50 | |||
Warrant issued per share | $ 11.50 | |||
Gross proceeds from issuance of warrants | $ 8,900,000 | |||
Redemption price of warrants per common stock | $ 10 | |||
Class B | ||||
Related Party Transaction [Line Items] | ||||
Common stock purchased | 8,625,000 | 0 | ||
Common stock, par value | $ 0.0001 | |||
Common stock | $ 863 | |||
Common stock shares, subject to forfeiture | 1,125,000 | |||
Common stock shares, released from forfeiture option | 1,125,000 | |||
Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Sale of Stock, Description of Transaction | (a)one year after the completion of the initial Business Combination and (b) upon completion of the initial Business Combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. | |||
Sale of stock, required price per share | $ 12 | |||
Sponsor | Note | ||||
Related Party Transaction [Line Items] | ||||
Borrowed under promissory note | $ 172,000 | |||
Sponsor | Class B | ||||
Related Party Transaction [Line Items] | ||||
Common stock purchased | 8,625,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock | $ 25,000 | |||
Percentage of shares held by sponsor | 20.00% | |||
Common stock shares, released from forfeiture option | 1,125,000 | |||
Sponsor | Class B | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares, subject to forfeiture | 1,125,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Oct. 22, 2020 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||
Deferred underwriting commission | $ 12,075,000 | |
Underwriting Agreement | ||
Commitments And Contingencies [Line Items] | ||
Underwriting discount | $ 0.20 | |
Aggregate amount paid | $ 6,900,000 | |
Additional underwriting fee | $ 0.35 | |
Deferred underwriting commission | $ 12,100,000 | |
Forward Purchase Agreement | ||
Commitments And Contingencies [Line Items] | ||
Maximum number of forward purchase units to be purchased | 1,500,000 | |
Forward purchase units price | $ 10 | |
Aggregate maximum amount of forward purchase units | $ 15,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class Of Stock [Line Items] | |
Number of fractional shares issued upon separation of units and whole public warrants. | shares | 0 |
Number of warrant exercisable | shares | 0 |
Price per warrant | $ 11.50 |
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years |
Trading day period | 10 days |
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 115.00% |
Warrants redemption period | 30 days |
Redemption of Warrants for Shares of Class A Common Stock | |
Class Of Stock [Line Items] | |
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 100.00% |
Per share redemption trigger prices | $ 10 |
Redemption of Warrants for Cash | |
Class Of Stock [Line Items] | |
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price | 180.00% |
Per share redemption trigger prices | $ 18 |
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 | |
Class Of Stock [Line Items] | |
Price per share | $ 18 |
Trading day period | 20 days |
Per share redemption trigger prices | $ 0.01 |
Minimum period prior written notice of redemption | 30 days |
Overall trading day period | 30 days |
Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |
Class Of Stock [Line Items] | |
Trading day period | 20 days |
Per share redemption trigger prices | $ 0.10 |
Minimum period prior written notice of redemption | 30 days |
Overall trading day period | 30 days |
Minimum [Member] | |
Class Of Stock [Line Items] | |
Percentage of aggregate gross proceeds from issuances to overall equity proceeds | 60.00% |
Shares per warrant | shares | 0.361 |
Minimum [Member] | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |
Class Of Stock [Line Items] | |
Price per share | $ 10 |
Maximum | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |
Class Of Stock [Line Items] | |
Price per share | $ 18 |
Class A | |
Class Of Stock [Line Items] | |
Trading day period | 20 days |
Per share redemption trigger prices | $ 10 |
Class A | Minimum [Member] | |
Class Of Stock [Line Items] | |
Price per share | 10 |
Class A | Minimum [Member] | Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00 | |
Class Of Stock [Line Items] | |
Price per share | 10 |
Class A | Maximum | |
Class Of Stock [Line Items] | |
Price per share | $ 9.20 |
Public Warrants | |
Class Of Stock [Line Items] | |
Number of warrants issued | shares | 11,500,000 |
Private Placement Warrants | |
Class Of Stock [Line Items] | |
Number of warrants issued | shares | 5,933,333 |
Price per warrant | $ 11.50 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Class A - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Common stock, shares authorized subject to possible redemption | 380,000,000 | |
Common stock, par value, shares subject to possible redemption | $ 0.0001 | |
Common stock, shares subject to possible redemption | 34,500,000 | |
Subsequent Event | ||
Temporary Equity [Line Items] | ||
Common stock, shares subject to possible redemption | 34,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Summary of Class A Common Stock Reflected on Balance Sheet Reconciled (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Temporary Equity [Line Items] | |
Class A common stock subject to possible redemption | $ 345,000,000 |
Class A | |
Temporary Equity [Line Items] | |
Gross proceeds | 345,000,000 |
Proceeds allocated to public warrants | (18,400,000) |
Class A ordinary share issuance costs | (18,781,297) |
Accretion of carrying value to redemption value | 37,181,297 |
Class A common stock subject to possible redemption | $ 345,000,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - $ / shares | Sep. 04, 2020 | Dec. 31, 2020 | Oct. 29, 2020 | Aug. 31, 2020 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, share issued | 0 | |||
Preferred stock, share outstanding | 0 | |||
Class A | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, shares issued including stock subject to possible redemption | 34,500,000 | |||
Common stock, shares outstanding including stock subject to possible redemption | 34,500,000 | |||
Common stock, shares outstanding | 0 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, share issued | 0 | |||
Preferred stock, share outstanding | 0 | |||
Class B | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, shares issued | 8,625,000 | 8,625,000 | ||
Common stock shares, subject to forfeiture | 1,125,000 | |||
Common stock, shares outstanding | 8,625,000 | 0 | ||
Ownership percentage on common stock issued and outstanding | 20.00% | |||
Common stock shares, released from forfeiture option | 1,125,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Assets | |
Investments held in Trust Account | $ 345,003,572 |
Quoted Prices in Active Markets (Level 1) | Public Warrants | |
Liabilities | |
Derivative warrant liabilities | 28,635,000 |
Significant Other Observable Inputs (Level 2) | Private Warrants | |
Liabilities | |
Derivative warrant liabilities | $ 14,774,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of derivative warrant liabilities | $ 15,515,670 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Initial Measurement Date (Details) | Oct. 29, 2020$ / sharesyr |
Stock Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement Input | $ / shares | 10 |
Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement Input | 30 |
Expected Life of the Options to Convert | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement Input | yr | 5 |
Risk-free Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement Input | 0.35 |
Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement Input | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of Derivative Warrant Liabilities (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Financial Liabilities Fair Value Disclosure [Abstract] | |
Warrant liabilities at September 1, 2020 (inception) | |
Issuance of Public and Private Warrants | 27,893,330 |
Change in fair value of derivative warrant liabilities | 15,515,670 |
Warrant liabilities at December 31, 2020 | $ 43,409,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred | |
Federal | $ (51,392) |
Valuation allowance | $ 51,392 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 38,438 |
Net operating loss carryforwards | 12,954 |
Total deferred tax assets | 51,392 |
Valuation allowance | $ (51,392) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 51,392 |
U.S. federal net operating loss carryovers | 59,971 |
State net operating loss carryovers | 0 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties related to unrecognized tax benefits | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Benefit) To Company's Effective Tax Rate (Benefit) (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | (18.70%) |
Financing costs - derivative warrant liabilities | (2.00%) |
Change in Valuation Allowance | (0.30%) |
Income Taxes Benefit | 0.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Dec. 03, 2021USD ($)$ / shares |
Warrants | |
Subsequent Event [Line Items] | |
Warrant convertible price | $ / shares | $ 1.50 |
Unsecured Promissory Note | |
Subsequent Event [Line Items] | |
Principal amount | $ | $ 500,000 |