Document And Entity Information
Document And Entity Information - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Feb. 02, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Senior Connect Acquisition Corp. I | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 420,210,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001823854 | ||
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 | 001-39793 | ||
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 | 41,400,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Consolidated Balance Sheet
Consolidated Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 891,720 |
Prepaid expenses | 607,850 |
Total current assets | 1,499,570 |
Investments held in Trust Account | 414,001,702 |
Total Assets | 415,501,272 |
Current liabilities: | |
Accounts payable | 16,015 |
Accrued expenses | 70,000 |
Accrued expenses - related party | 5,000 |
Franchise tax payable | 69,449 |
Total current liabilities | 160,464 |
Deferred underwriting commissions | 14,490,000 |
Total Liabilities | 14,650,464 |
Commitments & Contingencies | |
Class A common stock, $0.0001 par value; 39,585,080 shares subject to possible redemption at $10.00 per share | 395,850,800 |
Stockholders' Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,112,291 |
Accumulated deficit | (113,499) |
Total stockholders' equity | 5,000,008 |
Total Liabilities and Stockholders' Equity | 415,501,272 |
Class A Common Stock | |
Stockholders' Equity: | |
Common stock value | 181 |
Total stockholders' equity | 181 |
Class B Common Stock | |
Stockholders' Equity: | |
Common stock value | 1,035 |
Total stockholders' equity | $ 1,035 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Class A common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A common stock, subject to possible redemption | 39,585,080 |
Class A common stock, redemption at 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, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 1,814,920 |
Common stock, shares outstanding | 1,814,920 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 10,350,000 |
Common stock, shares outstanding | 10,350,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
General and administrative expenses | $ 40,752 |
Administrative fees - related party | 5,000 |
Franchise tax expenses | 69,449 |
Total operating expenses | (115,201) |
Net gain from investments held in Trust Account | 1,702 |
Net loss | $ (113,499) |
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted (in Shares) | shares | 39,589,592 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted (in Shares) | shares | 9,531,950 |
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.01) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - 4 months ended Dec. 31, 2020 - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Aug. 26, 2020 | |||||
Balance (in Shares) at Aug. 26, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 1,035 | 23,965 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 10,350,000 | ||||
Sale of units in initial public offering, gross | $ 4,140 | 413,995,860 | 414,000,000 | ||
Sale of units in initial public offering, gross (in Shares) | 41,400,000 | ||||
Offering costs | (23,340,693) | (23,340,693) | |||
Sale of private placement warrants to Sponsor in private placement | 10,280,000 | 10,280,000 | |||
Initial value of common stock subject to possible redemption | $ (3,959) | (395,894,781) | (395,898,740) | ||
Initial value of common stock subject to possible redemption (in Shares) | (39,589,874) | ||||
Change in value of common stock subject to possible redemption | 47,940 | 47,940 | |||
Change in value of common stock subject to possible redemption (in Shares) | 4,794 | ||||
Net loss | (113,499) | (113,499) | |||
Balance at Dec. 31, 2020 | $ 181 | $ 1,035 | $ 5,112,291 | $ (113,499) | $ 5,000,008 |
Balance (in Shares) at Dec. 31, 2020 | 1,814,920 | 10,350,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (113,499) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (1,702) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (607,850) |
Accounts payable | 16,015 |
Accrued expenses - related party | 5,000 |
Franchise tax payable | 69,449 |
Net cash used in operating activities | (632,587) |
Cash Flows from Investing Activities | |
Investment held in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 138,788 |
Proceeds received from initial public offering, gross | 414,000,000 |
Proceeds received from private placement | 10,280,000 |
Offering costs paid | (8,780,693) |
Repayment of note payable to related party | (138,788) |
Net cash provided by financing activities | 415,524,307 |
Net change in cash | 891,720 |
Cash - beginning of the period | |
Cash - end of the period | 891,720 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 70,000 |
Deferred underwriting commissions in connection with the initial public offering | 14,490,000 |
Initial value of common stock subject to possible redemption | 395,898,740 |
Change in value of common stock subject to possible redemption | $ (47,940) |
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 Organization and General Senior Connect Acquisition Corp. I (f/k/a Health Connect Acquisitions Corp. I) (the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 27, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is Health Connect Acquisitions Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million (Note 4). Trust Account Upon the closing of the Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the 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 an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). However, 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 holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule 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 rule, or the Company decides to obtain stockholder approval for business or 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. 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. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, or December 15, 2022 (as such period may be extended pursuant to the Certificate of Incorporation, 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 the Company to pay its 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 remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the 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, then 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, 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. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $0.9 million in its operating bank accounts and working capital of approximately $1.4 million (not taking into account tax obligations of approximately $69,000 that may be paid using investment income earned from the Trust Account). The Company’s liquidity needs prior to the consummation of the Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares (as defined in Note 4), and loan proceeds from related party of approximately $139,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 16, 2020. Subsequent from the consummation of the Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account Upon the closing of the Public Offering and the Private Placement, approximately $414.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses – related party and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and are therefore excluded from the levels of the fair value hierarchy. Offering Costs Associated with the Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Public Offering. 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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 39,585,080 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Share of Common Stock Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company's statement of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise taxes, by the weighted average number of Class A Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Class B common stock and non-redeemable shares of Class A common stock. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock: For the Period from August 27, 2020 (inception) through December 31, 2020 Class A common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 1,627 Less: Company's portion available to be withdrawn to pay taxes (1,627 ) Net income attributable to Class A common stock subject to possible redemption $ - Denominator: Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 39,589,592 Basic and diluted net income per share, Class A common stock subject to possible redemption $ - Non-Redeemable Common Stock Numerator: - Net loss $ (113,499 ) Less: Net income attributable to Class A common stock subject to possible redemption - Net loss attributable to non-redeemable common stock $ (113,499 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 9,531,950 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. FASB ASC Topic 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Public Offering
Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Public Offering | Note 3—Public Offering On December 15, 2020, the Company consummated its Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “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 6). |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On August 27, 2020, the Sponsor subscribed to purchase 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration. On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing 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 the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 27, 2020, the Sponsor, a related party, agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Public Offering. As of December 15, 2020, the Company borrowed approximately $139,000 from the related party under the Note. The Company repaid the Note in full on December 16, 2020. In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. The Company incurred $5,000 in expenses in connection with such services for the period from August 27, 2020 (inception) through December 31, 2020, as reflected in the accompanying statement of operations. As of December 31, 2020, an aggregate of $5,000 in accrued expenses with related party was outstanding, as reflected in the accompanying balance sheet. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of 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) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, approximately $8.3 million, paid upon the closing of the Public Offering. In addition, $0.35 per unit, or approximately $14.5 million will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have 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. |
Stockholders_ Equity
Stockholders’ Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock Warrants The warrants will have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to certain limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and, except as set forth below, they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Taxes
Income Taxes | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7—Income Taxes The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) consists of the following: For the Period from August 27, 2020 (inception) through December 31, Current Federal $ - State - Deferred Federal (23,835 ) State - Valuation allowance 23,835 Income tax (benefit) provision $ - The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets: Net-operating loss carryforward $ 14,227 Start-up/Organization costs 9,608 Total deferred tax assets 23,835 Valuation allowance (23,835 ) Deferred tax asset, net of allowance $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2020, the valuation allowance increased by approximately $24,000. As of December 31, 2020, the Company had $67,747 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from August 27, 2020 (inception) through December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 %) Income tax provision expense 0.0 % |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued required potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
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 U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account Upon the closing of the Public Offering and the Private Placement, approximately $414.0 million, was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued expenses – related party and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and are therefore excluded from the levels of the fair value hierarchy. |
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Public Offering. These costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Public Offering. |
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.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 39,585,080 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net income (loss) per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The Company's statement of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise taxes, by the weighted average number of Class A Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Class B common stock and non-redeemable shares of Class A common stock. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock: For the Period from August 27, 2020 (inception) through December 31, 2020 Class A common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 1,627 Less: Company's portion available to be withdrawn to pay taxes (1,627 ) Net income attributable to Class A common stock subject to possible redemption $ - Denominator: Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 39,589,592 Basic and diluted net income per share, Class A common stock subject to possible redemption $ - Non-Redeemable Common Stock Numerator: - Net loss $ (113,499 ) Less: Net income attributable to Class A common stock subject to possible redemption - Net loss attributable to non-redeemable common stock $ (113,499 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 9,531,950 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 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. FASB ASC Topic 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
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 loss per share of common stock | For the Period from August 27, 2020 (inception) through December 31, 2020 Class A common stock subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 1,627 Less: Company's portion available to be withdrawn to pay taxes (1,627 ) Net income attributable to Class A common stock subject to possible redemption $ - Denominator: Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 39,589,592 Basic and diluted net income per share, Class A common stock subject to possible redemption $ - Non-Redeemable Common Stock Numerator: - Net loss $ (113,499 ) Less: Net income attributable to Class A common stock subject to possible redemption - Net loss attributable to non-redeemable common stock $ (113,499 ) Denominator: Weighted average shares outstanding of non-redeemable common stock, basic and diluted 9,531,950 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision (benefit) | For the Period from August 27, 2020 (inception) through December 31, Current Federal $ - State - Deferred Federal (23,835 ) State - Valuation allowance 23,835 Income tax (benefit) provision $ - |
Schedule of net deferred tax assets | December 31, Deferred tax assets: Net-operating loss carryforward $ 14,227 Start-up/Organization costs 9,608 Total deferred tax assets 23,835 Valuation allowance (23,835 ) Deferred tax asset, net of allowance $ - |
Schedule of reconciliation of the statutory federal income tax rate (benefit) | For the Period from August 27, 2020 (inception) through December 31, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0 %) Income tax provision expense 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Proceeds from public offering | $ 414,000,000 | |
Offering costs | 23,300,000 | |
Deferred underwriting commissions | $ 14,500,000 | |
Percentage of voting securities | 50.00% | |
Net tangible assets value | $ 5,000,001 | |
Percentage of redeeming share | 15.00% | |
Description of business combination within the combination period | If the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, or December 15, 2022 (as such period may be extended pursuant to the Certificate of Incorporation, 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 the Company to pay its 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 remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |
Operating bank account | $ 900,000 | |
Working capital deficit | 1,400,000 | |
Tax obligations | $ 69,000 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 41,400,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Proceeds from purchase of founders shares | $ 25,000 | |
Loan proceeds from sponsor | $ 139,000 | |
Over-Allotment Units [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 5,400,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 1 | |
Proceeds from public offering | $ 10,300,000 | |
Proceeds from purchase of founders shares | $ 10,280,000 | |
Minimum percentage of trust account required for business combination | 80.00% | |
Initial Public Offering and Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Net proceeds | $ 414,000,000 | |
Net proceeds per unit (in Dollars per share) | $ 10 | |
Initial Stockholders [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Percentage of redeeming share | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ 250,000 |
Investment held in Trust Account | $ 414,000,000 |
Investments held constant per unit (in Dollars per share) | $ / shares | $ 1 |
Shares of common stock subject to possible redemption (in Shares) | shares | 39,585,080 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per share of common stock | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: | |
Net gain from investments held in Trust Account | $ 1,627 |
Less: Company's portion available to be withdrawn to pay taxes | (1,627) |
Net income attributable to Class A common stock subject to possible redemption | |
Denominator: | |
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted (in Shares) | shares | 39,589,592 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | |
Non-Redeemable Common Stock | |
Net loss | $ (113,499) |
Less: Net income attributable to Class A common stock subject to possible redemption | |
Net loss attributable to non-redeemable common stock | $ (113,499) |
Denominator: | |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted (in Shares) | shares | 9,531,950 |
Basic and diluted net loss per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.01) |
Public Offering (Details)
Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 15, 2020 | Dec. 31, 2020 |
Public Offering (Details) [Line Items] | ||
Unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 414 | |
Offering costs | 23.3 | |
Deferred underwriting commissions | $ 14.5 | |
IPO [Member] | ||
Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 41,400,000 | |
Unit price (in Dollars per share) | $ 10 | |
Description of initial public offering units | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “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 6). | |
Over-Allotment Option [Member] | ||
Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 5,400,000 | |
Unit price (in Dollars per share) | $ 10 | |
Underwriters [Member] | Over-Allotment Option [Member] | ||
Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 5,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 15, 2020 | Dec. 15, 2020 | Dec. 10, 2020 | Aug. 26, 2020 | Nov. 23, 2020 | Aug. 26, 2020 | Dec. 31, 2020 | Aug. 27, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Description of stock split | On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. | |||||||
Percentage of common stock issued and outstanding | 20.00% | |||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||
Proceeds from initial public offering | $ 414,000,000 | |||||||
Warrant exercise price (in Dollars per share) | $ 11.50 | |||||||
Borrowed amount | $ 139,000 | $ 139,000 | ||||||
Discretion of working capital loan | $ 1,500,000 | |||||||
Sponsor paid for office space | 10,000 | |||||||
Service and administrative expenses | 5,000 | |||||||
Accrued expenses related party | $ 5,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of founder shares agreed to forfeit (in Shares) | 1,350,000 | 1,350,000 | ||||||
Private Placement Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of warrants consummated (in Shares) | 10,280,000 | |||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||
Proceeds from initial public offering | $ 10,300,000 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Loan to cover expenses | $ 300,000 | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of common stock issued (in Shares) | 10,062,500 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Number of founder shares agreed to forfeit (in Shares) | 1,437,500 | 1,350,000 | ||||||
Common stock, shares outstanding (in Shares) | 10,350,000 | |||||||
Percentage of common stock issued and outstanding | 20.00% | |||||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of common stock issued (in Shares) | 10,062,500 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, shares outstanding (in Shares) | 10,350,000 | |||||||
Class A Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Common stock, shares outstanding (in Shares) | 1,814,920 | |||||||
Share price (in Dollars per share) | $ 12 | |||||||
Warrant exercise price (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting discount per share | $ / shares | $ 0.20 |
Underwriting expense | $ | $ 14.5 |
Deferred underwriting commissions per share | $ / shares | $ 0.35 |
IPO [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting expense | $ | $ 8.3 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | Dec. 15, 2020 | Dec. 10, 2020 | Aug. 26, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Stockholders’ Equity (Details) [Line Items] | |||||
Description of stock split | On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. | ||||
Issued and outstanding shares percentage | 20.00% | ||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||
Price per warrant (in Dollars per share) | 11.50 | ||||
Business combination issue price (in Dollars per share) | $ 9.20 | ||||
Total equity proceeds, percentage | 60.00% | ||||
Market value per share (in Dollars per share) | $ 9.20 | ||||
Market value and newly issued price | 180.00% | ||||
Redemption trigger price (in Dollars per share) | $ 18 | ||||
Adjusted redemption trigger price (in Dollars per share) | $ 10 | ||||
Warrants for redemption, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ●in whole and not in part; ●at a price of $0.01 per Warrant; ●upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ●if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. | ||||
Over-Allotment Option [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Forfeited shares | 1,350,000 | 1,350,000 | |||
Warrant [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Warrants vesting period | 5 years | ||||
Market value and newly issued price | 115.00% | ||||
Common Class A [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 380,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Common stock, shares issued | 41,400,000 | ||||
Shares subject to possible redemption | 39,585,080 | ||||
Common stock, shares outstanding | 1,814,920 | ||||
Price per warrant (in Dollars per share) | $ 11.50 | ||||
Class B common stock [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Number of common stock issued | 10,062,500 | ||||
Forfeited shares | 1,437,500 | 1,350,000 | |||
Common stock, shares outstanding | 10,350,000 | ||||
Issued and outstanding shares percentage | 20.00% | ||||
Class B common stock [Member] | Over-Allotment Option [Member] | |||||
Stockholders’ Equity (Details) [Line Items] | |||||
Common stock, shares outstanding | 10,350,000 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Valuation allowance increased | $ 24,000 |
U.S. federal net operating loss carryforwards | $ 67,747 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | |
State | |
Deferred | |
Federal | (23,835) |
State | |
Valuation allowance | 23,835 |
Income tax (benefit) provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Net-operating loss carryforward | $ 14,227 |
Start-up/Organization costs | 9,608 |
Total deferred tax assets | 23,835 |
Valuation allowance | (23,835) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the statutory federal income tax rate (benefit) | 4 Months Ended |
Dec. 31, 2020 | |
Schedule of reconciliation of the statutory federal income tax rate (benefit) [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (21.00%) |
Income tax provision expense | 0.00% |