Document And Entity Information
Document And Entity Information - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Dec. 02, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Aequi Acquisition Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Aequi Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of the Company as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on November 24, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis 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, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate 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. Therefore, on November 24, 2021, the Company’s the audit committee (the “Audit Committee”) of the Company’s board of directors, after discussion with the Company’s management and its advisors, concluded that the Company’s previously issued (i) audited balance sheet as of November 24, 2020 (the "Post IPO Balance Sheet"), as previously restated in the First Amended Filing , (ii) audited financial statements included in the First Amended Filing, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 14, 2021, (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 4, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Amendment No. 2 for the Post IPO Balance Sheet and the Company's audited financial statements included in the First Amended Filing, and the unaudited condensed financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 in an amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering (the “Trust Account”). The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements and change to our management team. The following items have been amended to reflect the restatements and the change to our management team: Part I, Item 1. Business Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures Part III, Item 10. Directors, Executive Officers and Corporate Governance Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters In addition, the Company’s Chief Executive Officer and interim Chief Financial Officer has provided new certifications dated as of the date of this Amendment No. 2 (Exhibits 31.1, 31.2 and 32.1). Except as described above, no other information included in the Annual Report on Form 10-K of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 29, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or our previously filed balance sheet, dated November 24, 2020, on Form 8-K. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing. | ||
Entity Central Index Key | 0001823826 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39715 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Class B common stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,345,044 |
Prepaid expenses and other current assets | 463,294 |
Total Current Assets | 1,808,338 |
Cash and marketable securities held in trust account | 230,019,245 |
Total Assets | 231,827,583 |
Current liabilities | |
Accrued expenses | 95,014 |
Accrued offering costs | 50,000 |
Total Current Liabilities | 145,014 |
Deferred underwriting fee payable | 8,050,000 |
Warrant liability | 13,756,000 |
Total Liabilities | 21,951,014 |
Commitments and contingencies | |
Class A common stock subject to possible redemption, $0.0001 par value; 100,000,000 shares authorized; 23,000,000 shares at $10.00 per share redemption value | 230,000,000 |
Stockholders’ Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 |
Accumulated deficit | (20,124,006) |
Total Stockholders’ Deficit | (20,123,431) |
Total Liabilities and Stockholders’ Deficit | $ 231,827,583 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Subject to possible redemption , shares authorized | 100,000,000 |
Subject to possible redemption shares | 23,000,000 |
Subject to possible redemption , per share (in Dollars per share) | $ / shares | $ 10 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, issued | |
Preferred stock, outstanding | |
Class A Common Stock | |
Subject to possible redemption, per share value (in Dollars per share) | $ / shares | $ 0.0001 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statement of Cash Flows [Abstract] | |
Formation and operating costs | $ 169,446 |
Loss from operations | (169,446) |
Interest earned on marketable securities held in Trust Account | 19,245 |
Loss on change in fair value of warrant liability | (3,620,000) |
Transaction costs associated with the Initial Public Offering | (373,435) |
Net loss | $ (4,143,636) |
Weighted average shares outstanding of Class A common stock (in Shares) | shares | 10,318,479 |
Basic and diluted loss per share, Class A common stock (in Dollars per share) | $ / shares | $ (0.27) |
Weighted average shares outstanding of Class B common stock (in Shares) | shares | 5,178,279 |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares | $ (0.27) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity - 4 months ended Dec. 31, 2020 - USD ($) | Class B Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 31, 2020 | ||||
Balance (in Shares) at Aug. 31, 2020 | ||||
Issuance of Class B common stock to Sponsor | $ 575 | 24,425 | 25,000 | |
Issuance of Class B common stock to Sponsor (in Shares) | 5,750,000 | |||
Excess of purchase price over fair value of Private Placement Warrants | 2,911,213 | 2,911,213 | ||
Accretion for Class A common stock to redemption amount | (3,185,638) | (15,980,370) | (19,166,008) | |
Payment of offering costs in exchange for Class B common stock | 250,000 | 250,000 | ||
Net loss | (4,143,636) | (4,143,636) | ||
Balance at Dec. 31, 2020 | $ 575 | $ (20,124,006) | $ (20,123,431) | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 |
Statement of Cash Flows
Statement of Cash Flows | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,143,636) |
Loss on change in fair value of warrant liability | 3,620,000 |
Transaction costs associated with Initial Public Offering | 373,435 |
Formation costs paid via promissory note | 1,478 |
Interest earned on marketable securities held in Trust Account | (19,245) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (447,794) |
Accrued expenses | 95,014 |
Net cash used in operating activities | (520,748) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 6,600,000 |
Repayment of promissory note – related party | (104,208) |
Payment of offering costs | (30,000) |
Net cash provided by financing activities | 231,865,792 |
Net Change in Cash | 1,345,044 |
Cash – Beginning of period | |
Cash – End of period | 1,345,044 |
Supplemental disclosure of non-cash investing and financing activities: | |
Offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock | 250,000 |
Advances in escrow from issuance of Class B common stock | 25,000 |
Advances in escrow from promissory note – related party | 12,500 |
Offering costs included in accrued offering costs | 50,000 |
Offering costs paid through promissory note – related party | 90,230 |
Deferred underwriting fee payable | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aequi Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 1, 2020 (inception). 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 not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and 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 (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 19, 2020. On November 24, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Aequi Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on November 24, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On December 2, 2020, the Company consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, and the sale of an additional 400,000 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $30,600,000. A total of $30,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $230,000,000. Transaction costs amounted to $13,092,230, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $442,230 of other offering costs, of which $250,000 was paid through the transfer of 350,000 Founder Shares. 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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 Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until November 24, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 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, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in 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”). Moreover, 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 13, 2021, to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with 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 common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on November 25, 2020 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 13, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. See Note 3 and 8, which have been updated to reflect the restatement contained in this Annual Report. Impact of the Restatement The impact of the restatement on the Company’s financial statements is reflected in the following table. As Reported Adjustments As Restated Balance sheet as of November 24, 2020 Total Liabilities $ 16,145,200 $ — $ 16,145,200 Class A Common Stock Subject to Possible Redemption 180,870,290 19,129,710 200,000,000 Class A Common Stock 191 (191 ) — Additional Paid-in Capital 5,328,949 (5,328,949 ) — Accumulated Deficit (329,705 ) (13,800,570 ) (14,130,275 ) Total Stockholders’ Equity (Deficit) 5,000,010 (19,129,971 ) (14,129,700 ) Number of Class A common stock subject to redemption 18,087,029 1,912,971 20,000,000 Balance sheet as of December 31, 2020 Total Liabilities $ 21,951,014 $ — $ 21,951,014 Class A Common Stock Subject to Possible Redemption 204,876,560 25,123,440 230,000,000 Class A Common Stock 251 (251 ) — Additional Paid-in Capital 9,142,819 (9,142,819 ) — Accumulated Deficit (4,143,636 ) (15,980,370 ) (20,124,006 ) Total Stockholders’ Equity (Deficit) 5,000,009 (25,123,440 ) (20,123,431 ) Number of Class A common stock subject to redemption 20,487,656 2,512,344 23,000,000 Statement of Operations for the period from September 1, 2020 (inception) to December 31, 2020 Net loss $ (4,143,636 ) $ — $ (4,143,636 ) Weighted average shares outstanding of Class A common stock 22,307,692 (11,989,213 ) 10,318,479 Basic and diluted income per share, Class A common stock 0.00 (0.27 ) (0.27 ) Weighted average shares outstanding of Class B common stock 5,178,279 — 5,178,279 Basic and diluted net loss per share, Class B common stock (0.80 ) 0.53 (0.27 ) Statement of Cash Flows for the period from September 1, 2020 (inception) to December 31, 2020 Initial classification of Class A common stock subject to redemption 208,644,290 21,355,710 230,000,000 Change in value of Class A common stock subject to possible redemption (3,767,730 ) 3,767,760 — Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 24, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 24, 2022. |
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 accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Advances in Escrow In September 2020, the Company placed $37,500 into an escrow account maintained by the Company’s legal counsel (the “Escrowed Amount”). The Escrowed Amount is being held in a non-interest bearing account, is under the Company’s full control and will be released upon written instruction from the Company. As of December 31, 2020, a balance of $14,459 remained in escrow and is included in prepaid and other current assets in the Company’s balance sheet. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity. Accretion for Class A Common Stock to Redemption Amount 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 each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. There were no unrecognized tax benefits and no amounts accrued for 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. 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 common stock, 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 common stock. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 12,066,667 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period From Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,759,030 ) $ (1,384,606 ) Denominator: Basic and diluted weighted average common shares outstanding 10,318,479 5,178,279 Basic and diluted net loss per common share $ (0.27 ) $ (0.27 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, 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 Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters on December 2, 2020 as a result of the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole 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 8). |
Private Placement
Private Placement | 4 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or an aggregate of $6,000,000. On December 2, 2020, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 400,000 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor purchased 8,625,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On October 5, 2020, the Sponsor transferred 350,000 Founder Shares to the Company’s legal counsel as compensation for its services in lieu of a cash payment for fees relating to the Initial Public Offering. In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled, resulting in an aggregate of 5,750,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock cancellation. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on December 2, 2020, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on November 19, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Promissory Note — Related Party On September 1, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of November 24, 2020, there was $104,208 outstanding under the Promissory Note which was re-paid in full on December 29, 2020. Related Party Loans 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2020, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on November 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of its securities held by the Company (in the case of the Founder Shares, only after conversion to our Class A common stock). These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the costs and expenses incurred in connection with filing any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. 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. |
Stockholders_ Equity
Stockholders’ Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock 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 matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity- linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Warrant Liability
Warrant Liability | 4 Months Ended |
Dec. 31, 2020 | |
Warrant Liability Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 9. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants for cash. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of shares of the 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 the Company sends the notice of redemption to warrant holders If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock. ● 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 prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Net operating loss carryforward $ 9,969 Organizational costs/Startup expenses 21,572 Total deferred tax assets 31,541 Valuation allowance (31,541 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: As of December 31, 2020 Federal Current $ — Deferred (31,541 ) State Current — Deferred — Change in valuation allowance 31,541 Income tax provision $ — As of December 31, 2020, the Company had $47,472 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 period in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, 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 (inception) through December 31, 2020, the change in the valuation allowance was $31,541. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 )% Loss on warrant liability (18.0 )% Transaction costs associated with Initial Public offering (2.0 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $828 in cash and $230,018,417 in U.S. Treasury securities. During the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 5/27/2021) 1 $ 230,018,417 $ 7,253 $ 230,025,670 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Liabilities: Warrant Liability – Public Warrants 3 $ 8,740,000 Warrant Liability – Private Placement Warrants 3 $ 5,016,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within loss on warrant liabilities in the statement of operations. The Warrants were valued as of November 24, 2020 using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date and December 31, 2020 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units will be classified as Level 1 due to the use of an observable market quote in an active market under the ticker ARBGW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements: At November 24, 2020 (Initial measurement) As of December 31, 2020 Unit price $ 9.86 $ 10.10 Term to initial business combination (in years) 1.0 0.9 Volatility 15.0 % 18.0 % Risk-free rate 0.52 % 0.49 % Dividend yield 0.0 % 0.0 % Probability of financing at issue price less than $9.20 per share 0.0 % 0.0 % Probability of extraordinary dividend 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of September 1, 2020 (inception) $ — $ — $ — Initial measurement on November 24, 2020 (including over-allotment) 3,696,000 6,440,000 10,136,000 Change in valuation inputs or other assumptions 1,320,000 2,300,000 3,620,000 Fair value as of December 31, 2020 $ 5,016,000 $ 8,740,000 $ 13,756,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Advances in Escrow | Advances in Escrow In September 2020, the Company placed $37,500 into an escrow account maintained by the Company’s legal counsel (the “Escrowed Amount”). The Escrowed Amount is being held in a non-interest bearing account, is under the Company’s full control and will be released upon written instruction from the Company. As of December 31, 2020, a balance of $14,459 remained in escrow and is included in prepaid and other current assets in the Company’s balance sheet. |
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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity. |
Warrant Liability | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. There were no unrecognized tax benefits and no amounts accrued for 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. |
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 common stock, 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 common stock. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 12,066,667 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period From Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,759,030 ) $ (1,384,606 ) Denominator: Basic and diluted weighted average common shares outstanding 10,318,479 5,178,279 Basic and diluted net loss per common share $ (0.27 ) $ (0.27 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Accretion for Class A Common Stock to Redemption Amount | Accretion for Class A Common Stock to Redemption Amount 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 each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement of balance sheets, statements of operations and cash flow statement | As Reported Adjustments As Restated Balance sheet as of November 24, 2020 Total Liabilities $ 16,145,200 $ — $ 16,145,200 Class A Common Stock Subject to Possible Redemption 180,870,290 19,129,710 200,000,000 Class A Common Stock 191 (191 ) — Additional Paid-in Capital 5,328,949 (5,328,949 ) — Accumulated Deficit (329,705 ) (13,800,570 ) (14,130,275 ) Total Stockholders’ Equity (Deficit) 5,000,010 (19,129,971 ) (14,129,700 ) Number of Class A common stock subject to redemption 18,087,029 1,912,971 20,000,000 Balance sheet as of December 31, 2020 Total Liabilities $ 21,951,014 $ — $ 21,951,014 Class A Common Stock Subject to Possible Redemption 204,876,560 25,123,440 230,000,000 Class A Common Stock 251 (251 ) — Additional Paid-in Capital 9,142,819 (9,142,819 ) — Accumulated Deficit (4,143,636 ) (15,980,370 ) (20,124,006 ) Total Stockholders’ Equity (Deficit) 5,000,009 (25,123,440 ) (20,123,431 ) Number of Class A common stock subject to redemption 20,487,656 2,512,344 23,000,000 Statement of Operations for the period from September 1, 2020 (inception) to December 31, 2020 Net loss $ (4,143,636 ) $ — $ (4,143,636 ) Weighted average shares outstanding of Class A common stock 22,307,692 (11,989,213 ) 10,318,479 Basic and diluted income per share, Class A common stock 0.00 (0.27 ) (0.27 ) Weighted average shares outstanding of Class B common stock 5,178,279 — 5,178,279 Basic and diluted net loss per share, Class B common stock (0.80 ) 0.53 (0.27 ) Statement of Cash Flows for the period from September 1, 2020 (inception) to December 31, 2020 Initial classification of Class A common stock subject to redemption 208,644,290 21,355,710 230,000,000 Change in value of Class A common stock subject to possible redemption (3,767,730 ) 3,767,760 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | For The Period From Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,759,030 ) $ (1,384,606 ) Denominator: Basic and diluted weighted average common shares outstanding 10,318,479 5,178,279 Basic and diluted net loss per common share $ (0.27 ) $ (0.27 ) |
Income Tax (Tables)
Income Tax (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2020 Deferred tax asset Net operating loss carryforward $ 9,969 Organizational costs/Startup expenses 21,572 Total deferred tax assets 31,541 Valuation allowance (31,541 ) Deferred tax assets, net of allowance $ — |
Schedule of income tax provision | As of December 31, 2020 Federal Current $ — Deferred (31,541 ) State Current — Deferred — Change in valuation allowance 31,541 Income tax provision $ — |
Schedule of federal income tax rate to the Company’s effective tax rate | December 31, 2020 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 )% Loss on warrant liability (18.0 )% Transaction costs associated with Initial Public offering (2.0 )% Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of measured at fair value | Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 5/27/2021) 1 $ 230,018,417 $ 7,253 $ 230,025,670 |
Schedule of fair value of warrant liabilities | December 31, Level 2020 Liabilities: Warrant Liability – Public Warrants 3 $ 8,740,000 Warrant Liability – Private Placement Warrants 3 $ 5,016,000 |
Schedule of level 3 fair value measurements | At November 24, 2020 (Initial measurement) As of December 31, 2020 Unit price $ 9.86 $ 10.10 Term to initial business combination (in years) 1.0 0.9 Volatility 15.0 % 18.0 % Risk-free rate 0.52 % 0.49 % Dividend yield 0.0 % 0.0 % Probability of financing at issue price less than $9.20 per share 0.0 % 0.0 % Probability of extraordinary dividend 0.0 % 0.0 % |
Schedule of fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of September 1, 2020 (inception) $ — $ — $ — Initial measurement on November 24, 2020 (including over-allotment) 3,696,000 6,440,000 10,136,000 Change in valuation inputs or other assumptions 1,320,000 2,300,000 3,620,000 Fair value as of December 31, 2020 $ 5,016,000 $ 8,740,000 $ 13,756,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 02, 2020 | Nov. 24, 2020 | Dec. 31, 2020 | Sep. 30, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 3,000,000 | |||
Additional sale of stock number of shares issued in transaction (in Shares) | 3,000,000 | |||
Additional sale of stock price per share (in Dollars per share) | $ 10 | |||
Generating gross proceeds | $ 30,600,000 | |||
Net proceeds | 30,000,000 | |||
Aggregate proceeds held in trust account | $ 230,000,000 | |||
Transaction costs | $ 13,092,230 | |||
Cash underwriting fees | 4,600,000 | |||
Deferred underwriting fees | 8,050,000 | |||
Other offering costs | 442,230 | |||
Transfer of founder shares | $ 250,000 | |||
Fair market value percentage assets held in the trust account | 80.00% | |||
Business combination acquires percentage | 50.00% | |||
Public share price per share (in Dollars per share) | $ 10 | |||
Business Combination net tangible assets | $ 5,000,001 | |||
Aggregate public shares percentage | 15.00% | |||
Public shares redeem percentage | 100.00% | |||
Interest expense | $ 100,000 | |||
Initial public offering price per unit (in Dollars per share) | $ 10 | |||
Trust account related, description | 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 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, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in 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”). | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 23,000,000 | |||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 200,000,000 | |||
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 4,000,000 | |||
Sale of stock price per share (in Dollars per share) | $ 1.50 | |||
Additional sale of stock number of shares issued in transaction (in Shares) | 400,000 | |||
Additional sale of stock price per share (in Dollars per share) | $ 1.50 | |||
Private Placement Warrants [Member] | Aequi Sponsor LLC [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of stock price per share (in Dollars per share) | $ 1.50 | |||
Number of units issued in transaction (in Shares) | 4,000,000 | |||
Gross proceeds | $ 6,000,000 | |||
Founder Shares [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Transfer of founder shares | $ 350,000 | |||
Business combination acquires percentage | 20.00% | |||
Class A Common Stock [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||
Initial public offering price per unit (in Dollars per share) | $ 11.50 | |||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 20,000,000 | |||
Sale of stock price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 200,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets, statements of operations and cash flow statement - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Nov. 24, 2020 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total Liabilities | $ 21,951,014 | $ 16,145,200 |
Class A Common Stock Subject to Possible Redemption | 204,876,560 | 180,870,290 |
Class A Common Stock | 251 | 191 |
Additional Paid-in Capital | 9,142,819 | 5,328,949 |
Accumulated Deficit | (4,143,636) | (329,705) |
Total Stockholders’ Equity (Deficit) | 5,000,009 | 5,000,010 |
Number of Class A common stock subject to redemption | 20,487,656 | 18,087,029 |
Statement of Operations for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Net loss | $ (4,143,636) | |
Weighted average shares outstanding of Class A common stock (in Shares) | 22,307,692 | |
Basic and diluted income per share, Class A common stock (in Dollars per share) | $ 0 | |
Weighted average shares outstanding of Class B common stock (in Shares) | 5,178,279 | |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ (0.80) | |
Statement of Cash Flows for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Initial classification of Class A common stock subject to redemption | $ 208,644,290 | |
Change in value of Class A common stock subject to possible redemption | (3,767,730) | |
Adjustments [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total Liabilities | ||
Class A Common Stock Subject to Possible Redemption | 25,123,440 | 19,129,710 |
Class A Common Stock | (251) | (191) |
Additional Paid-in Capital | (9,142,819) | (5,328,949) |
Accumulated Deficit | (15,980,370) | (13,800,570) |
Total Stockholders’ Equity (Deficit) | (25,123,440) | (19,129,971) |
Number of Class A common stock subject to redemption | 2,512,344 | 1,912,971 |
Statement of Operations for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Net loss | ||
Weighted average shares outstanding of Class A common stock (in Shares) | (11,989,213) | |
Basic and diluted income per share, Class A common stock (in Dollars per share) | $ (0.27) | |
Weighted average shares outstanding of Class B common stock (in Shares) | ||
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ 0.53 | |
Statement of Cash Flows for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Initial classification of Class A common stock subject to redemption | $ 21,355,710 | |
Change in value of Class A common stock subject to possible redemption | 3,767,760 | |
As Restated [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total Liabilities | 21,951,014 | 16,145,200 |
Class A Common Stock Subject to Possible Redemption | 230,000,000 | 200,000,000 |
Class A Common Stock | ||
Additional Paid-in Capital | ||
Accumulated Deficit | (20,124,006) | (14,130,275) |
Total Stockholders’ Equity (Deficit) | (20,123,431) | (14,129,700) |
Number of Class A common stock subject to redemption | 23,000,000 | $ 20,000,000 |
Statement of Operations for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Net loss | $ (4,143,636) | |
Weighted average shares outstanding of Class A common stock (in Shares) | 10,318,479 | |
Basic and diluted income per share, Class A common stock (in Dollars per share) | $ (0.27) | |
Weighted average shares outstanding of Class B common stock (in Shares) | 5,178,279 | |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ (0.27) | |
Statement of Cash Flows for the period from September 1, 2020 (inception) to December 31, 2020 | ||
Initial classification of Class A common stock subject to redemption | $ 230,000,000 | |
Change in value of Class A common stock subject to possible redemption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Advances in escrow | $ 37,500 | |
Remained escrow | $ 14,459 | |
Diluted income per share (in Dollars per share) | $ 12,066,667 | |
Federal depository insurance coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Interest Income | $ | $ (2,759,030) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 10,318,479 |
Basic and diluted net loss per common share | $ / shares | $ (0.27) |
Class B [Member] | |
Numerator: | |
Interest Income | $ | $ (1,384,606) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 5,178,279 |
Basic and diluted net loss per common share | $ / shares | $ (0.27) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 4 Months Ended | |
Nov. 24, 2020 | Dec. 31, 2020 | Dec. 02, 2020 | |
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 3,000,000 | ||
Price per share | $ 10 | ||
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 23,000,000 | ||
Sale of price per share | $ 10 | $ 10 | |
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of price per share | $ 10 | ||
Price per share | $ 11.50 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 20,000,000 | ||
Sale of price per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 02, 2020 | Dec. 31, 2020 |
Private Placement [Member ] | ||
Private Placement (Details) [Line Items] | ||
Sale of stock (in Shares) | 4,000,000 | |
Stock price per share | $ 1.50 | |
Aggregate price (in Dollars) | $ 6,000,000 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Sale of stock (in Shares) | 400,000 | |
Stock price per share | $ 1.50 | |
Gross proceeds (in Dollars) | $ 600,000 | |
Class A Common Stock [Member] | Private Placement [Member ] | ||
Private Placement (Details) [Line Items] | ||
Stock price | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 05, 2020 | Nov. 30, 2020 | Nov. 19, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 24, 2020 | Sep. 02, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate of founder shares | 2,875,000 | ||||||
Shareholder outstanding shares percentage | 50.00% | ||||||
Office space utilities | $ 10,000 | ||||||
Outstanding balance | $ 104,208 | ||||||
Working capital | $ 1,500,000 | ||||||
Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination share price | $ 1.50 | ||||||
Unsecured Promissory Note [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 300,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of sponsor shares | 350,000 | ||||||
Aggregate of founder shares outstanding | 5,750,000 | ||||||
Shareholder outstanding shares percentage | 20.00% | ||||||
Business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture | 750,000 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of sponsor shares | 8,625,000 | ||||||
Aggregate price | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2020USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred fee | $ | $ 8,050,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders’ Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Description of redeem public warrants | In the case that additional shares of Class A common stock, or equity- linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Class A Common Stock [Member] | Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Vote for each share | one |
Common stock, shares outstanding | 23,000,000 |
Common stock, shares issued | 23,000,000 |
Class B Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 5,750,000 |
Common stock, shares issued | 5,750,000 |
Percentage of converted basis sum of total number of common stock outstanding | 20.00% |
Class B Common Stock [Member] | Common Stock [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Vote for each share | one |
Common stock, shares issued | 5,750,000 |
Warrant Liability (Details)
Warrant Liability (Details) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrant Liability (Details) [Line Items] | |
Warrants outstanding (in Shares) | shares | 12,066,667 |
Warrants exercise price | 115.00% |
Business Combination [Member] | |
Warrant Liability (Details) [Line Items] | |
Business combination, Description | Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation |
Warrant [Member] | |
Warrant Liability (Details) [Line Items] | |
Warrants price per share | $ 0.01 |
Common Stock [Member] | |
Warrant Liability (Details) [Line Items] | |
Common stock price per share | 18 |
Common Stock, No Par Value | 9.20 |
Class A Common Stock [Member] | |
Warrant Liability (Details) [Line Items] | |
Warrants price per share | 0.10 |
Common stock price per share | $ 10 |
Income Tax (Details)
Income Tax (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryovers | $ 47,472 |
Change in the valuation allowance | $ 31,541 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 9,969 |
Organizational costs/Startup expenses | 21,572 |
Total deferred tax assets | 31,541 |
Valuation allowance | (31,541) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (31,541) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 31,541 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate to the Company’s effective tax rate | 4 Months Ended |
Dec. 31, 2020 | |
2020 | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (21.00%) |
Loss on warrant liability | (18.00%) |
Transaction costs associated with Initial Public offering | (2.00%) |
Income tax provision | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Fair Value Measurements (Details) [Line Items] | |
Assets held in Trust Account | $ 828 |
U.S. Treasury securities [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Assets held in Trust Account | $ 230,018,417 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of measured at fair value - Fair Value, Inputs, Level 1 [Member] - US Treasury Securities [Member] | Dec. 31, 2020USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost | $ 230,018,417 |
Gross Holding Gain | 7,253 |
Fair Value | $ 230,025,670 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value - Level 3 [Member] | Dec. 31, 2020USD ($) |
Public Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 8,740,000 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrant Liability | $ 5,016,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements - $ / shares | 1 Months Ended | 4 Months Ended |
Nov. 24, 2020 | Dec. 31, 2020 | |
Schedule of level 3 fair value measurements [Abstract] | ||
Unit price (in Dollars per share) | $ 9.86 | $ 10.10 |
Term to initial business combination (in years) | 1 year | 328 days |
Volatility | 15.00% | 18.00% |
Risk-free rate | 0.52% | 0.49% |
Dividend yield | 0.00% | 0.00% |
Probability of financing at issue price less than $9.20 per share | 0.00% | 0.00% |
Probability of extraordinary dividend | 0.00% | 0.00% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of September 1, 2020 (inception) | |
Initial measurement on November 24, 2020 (including over-allotment) | 3,696,000 |
Change in valuation inputs or other assumptions | 1,320,000 |
Fair value as of December 31, 2020 | 5,016,000 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of September 1, 2020 (inception) | |
Initial measurement on November 24, 2020 (including over-allotment) | 6,440,000 |
Change in valuation inputs or other assumptions | 2,300,000 |
Fair value as of December 31, 2020 | 8,740,000 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |
Fair value as of September 1, 2020 (inception) | |
Initial measurement on November 24, 2020 (including over-allotment) | 10,136,000 |
Change in valuation inputs or other assumptions | 3,620,000 |
Fair value as of December 31, 2020 | $ 13,756,000 |