Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Periphas Capital Partnering Corp | |
Entity Central Index Key | 0001824993 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, State or Province | NY | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | PCPC | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Trading Symbol | PCPC.U | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share | |
Trading Symbol | PCPC WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,805,600 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 120,000 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 828,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,088,247 | $ 1,336,674 |
Prepaid expenses | 352,303 | 412,626 |
Total current assets | 1,440,550 | 1,749,300 |
Investments held in Trust Account | 414,007,389 | 414,001,166 |
Total Assets | 415,447,939 | 415,750,466 |
Current liabilities: | ||
Accounts payable | 47,235 | 76,800 |
Accrued expenses | 113,557 | 186,500 |
Franchise tax payable | 48,817 | 11,625 |
Total current liabilities | 209,609 | 274,925 |
Derivative warrant liabilities | 9,076,870 | 16,481,150 |
Total Liabilities | 9,286,479 | 16,756,075 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 16,046,458 and 15,759,775 shares subject to possible redemption at $25.00 per share as of March 31, 2021 and December 31, 2020, respectively | 401,161,450 | 393,994,375 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 2,996,739 | 10,163,785 |
Retained earnings (accumulated deficit) | 2,003,100 | (5,163,969) |
Total stockholders' equity | 5,000,010 | 5,000,016 |
Total Liabilities and Stockholders' Equity | 415,447,939 | 415,750,466 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | 76 | 105 |
Total stockholders' equity | 76 | 105 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | 12 | 12 |
Total stockholders' equity | 12 | 12 |
Common Class F [Member] | ||
Stockholders' Equity: | ||
Common Stock, Value, Issued | 83 | 83 |
Total stockholders' equity | $ 83 | $ 83 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Temporary equity shares outstanding | 16,046,458 | 15,759,775 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares issued | 16,805,600 | 16,805,600 |
Common stock shares outstanding | 16,805,600 | 16,805,600 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 16,046,458 | 15,759,775 |
Temporary equity redemption price per share | $ 25 | $ 25 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 380,000,000 | 380,000,000 |
Common stock shares issued | 759,142 | 1,045,825 |
Common stock shares outstanding | 759,142 | 1,045,825 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 120,000 | 120,000 |
Common stock shares outstanding | 120,000 | 120,000 |
Common Class F [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 828,000 | 828,000 |
Common stock shares outstanding | 828,000 | 828,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 131,587 |
General and administrative expenses—related party | 63,030 |
Franchise tax expense | 48,817 |
Total operating expenses | (243,434) |
Other income | |
Change in fair value of derivative warrant liabilities | 7,404,280 |
Gain on investments held in Trust Account | 6,223 |
Net income | $ 7,167,069 |
Class A Redeemable Common Stock [Member] | Common Stock Subject to Mandatory Redemption [Member] | |
Other income | |
Weighted average number of shares outstanding: | shares | 16,560,000 |
Net income per common share: | $ / shares | |
Class A Non Redeemable Class B And Class F Common Stock [Member] | Non Redeemable Common Stock [Member] | |
Other income | |
Weighted average number of shares outstanding: | shares | 1,193,600 |
Net income per common share: | $ / shares | $ 6 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Class F [Member] | Additional Paid-In Capital | Retained earnings (accumulated deficit) |
Beginning balance at Dec. 31, 2020 | $ 5,000,016 | $ 105 | $ 12 | $ 83 | $ 10,163,785 | $ (5,163,969) |
Beginning balance, shares at Dec. 31, 2020 | 1,045,825 | 120,000 | 828,000 | |||
Class A common stock subject to possible redemption | (7,167,075) | $ (29) | (7,167,046) | |||
Class A common stock subject to possible redemption, shares | (286,683) | |||||
Net income | 7,167,069 | 7,167,069 | ||||
Ending balance at Mar. 31, 2021 | $ 5,000,010 | $ 76 | $ 12 | $ 83 | $ 2,996,739 | $ 2,003,100 |
Ending balance, shares at Mar. 31, 2021 | 759,142 | 120,000 | 828,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 7,167,069 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (7,404,280) |
Gain on investments held in Trust Account | (6,223) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 60,323 |
Accounts payable | (29,565) |
Accrued expenses | (72,943) |
Franchise tax payable | 37,192 |
Net cash used in operating activities | (248,427) |
Net change in cash | (248,427) |
Cash—beginning of the period | 1,336,674 |
Cash—end of the period | 1,088,247 |
Supplemental disclosure of noncash activities: | |
Change in value of Class A common stock subject to possible redemption | $ (7,167,075) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Incorporation Periphas Capital Partnering Corporation (the “Company”) was incorporated as a Delaware corporation on September 11, 2020. Sponsor The Company’s sponsor is PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (“Partnering Transaction”). The Company has not selected any business to partner with and has not, nor has anyone on the Company’s behalf, engaged in any substantive discussions, directly or indirectly, with respect to a specific Partnering Transaction. The Company may pursue a Partnering Transaction in any business or industry but expects to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company has neither engaged in any operations nor generated revenue as of March 31, 2021. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the “Initial Public Offering”) of its securities called CAPS ™ ™ Financing The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2020. On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS ™ ™ ™ ™ Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 224,000 private placement CAPS ™ ™ ™ ™ ™ Trust Account The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post-transaction company owns or acquires 50% or more Upon the closing of the Initial Public Offering and the Private Placement on December 14, 2020, $360.0 million ($25.00 per CAPS ™ ™ ™ 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company for withdrawals (the “permitted withdrawals”) to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event the Company does not complete the Partnering Transaction within the Partnering Period (as defined below), none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the common stock included in the CAPS ™ The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek stockholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $25.00 per Public Share. The decision as to whether the Company will seek stockholder approval of the Partnering Transaction or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Partnering Transaction only if a majority of the outstanding shares of common stock voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction. The Company will only have 24 months, or December 14, 2022, (or 27 months, or March 14, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) from the closing of the Initial Public Offering to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), it 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 The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) have entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to stockholders’ rights or pre-Partnering Pursuant to the letter agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $25.00 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 $25.00 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 the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. Liquidity and Capital Resources As of March 31, 2021, the Company had $1.1 million in its operating bank account, and working capital of approximately $1.2 million. The Company’s liquidity needs through the Initial Public Offering had been satisfied through a payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares and the Performance Shares (as defined in Note 4), the loan under the Note from the Sponsor of approximately $148,000 (as defined in Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 15, 2020 and borrowing is no longer available. In addition, in order to finance transaction costs in connection with a Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. 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 Partnering Transaction or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Partnering Transaction 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 Partnering Transaction. Basis of Presentation The accompanying unaudited condensed 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 SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 25, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 25, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liability. Such estimates may be subject to change as more current information becomes available and 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 had no cash equivalents as of March 31, 2021 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 Initial Public Offering, the Private Placements, and the Over-Allotment, a total of approximately $414.0 million, was placed in the Trust Account and is currently invested in money market funds that invest in U.S. government securities. The estimated fair values of investments held in the . 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet s As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued warrants to purchase Class A common stock to investors in our Initial Public Offering and Over-Allotment (the “Public Warrants”) and issued Private Placement Warrants (the “Private Warrants”). All of its outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at March 31, 2021, 16,046,458 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, reduced for shares subject to forfeiture. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net income per share of common stock, basic and diluted for shares of redeemable Class A common stock is calculated by dividing the income earned on investments held in the Trust Account, net of applicable taxes, for the period, by the weighted average number of redeemable Class A common stock outstanding for the period. Net income per share of common stock, basic and diluted for shares of non-redeemable Class A, Class B, and Class F common stock is calculated by dividing the net income of approximately $7.2 million, less income attributable to Class A common stock by the weighted average number of non-redeemable Class A, Class B, and Class F common stock outstanding for the period. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Public CAPS TM On December 14, 2020, the Company consummated its Initial Public Offering of 14,400,000 CAPS ™ ™ ™ Each CAPS ™ one-quarter Underwriting Agreement The Company granted the underwriter a 45-day ™ The underwriter was entitled to an underwriting discount of $0.25 per CAPS ™ out-of-pocket Upon closing of the Over-Allotment on December 16, 2020, the underwriter was entitled to an additional fee of $540,000, paid upon closing of the Over-Allotment. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares and Performance Shares On September 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in exchange for (i) 690,000 Class F common stock (the “Founder Shares”) for a capital contribution of $6,250 and (b) 120,000 shares of Class B common stock (the “Performance Shares”) for a capital contribution of $18,750. On December 11, 2020, the Company effected a 1 for 1.2 forward stock split of the shares of Class F common stock that increased the number of outstanding shares of Class F common stock from 690,000 to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock split. The Founder Shares will be entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. The Initial Stockholders agreed not to transfer, assign or sell (i) any of its Performance Shares except to any permitted transferees which will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, and (ii) any of its Class A common stock deliverable upon conversion of the Performance Shares for 3 years following the completion of the Partnering Transaction. In connection with this arrangement, the Sponsor also agrees not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares. Private Placement CAPS TM Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 224,000 Private Placement CAPS ™ ™ ™ ™ Each Private Placement CAPS ™ one-quarter ™ The Initial Stockholders also agreed not to transfer, assign or sell any of their Private Placement CAPS ™ ™ Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to this Initial Public Offering. This loan is payable without interest upon the completion of the Initial Public Offering. As of December 14, 2020, the Company borrowed approximately $148,000 under the Note. The Company repaid the Note in full on December 15, 2020 and borrowing is no longer available. In order to finance transaction costs in connection with an intended initial Partnering Transaction, 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 (the “Working Capital Loans”). Up to $1.5 million of such loans may be convertible into private placement CAPS ™ ™ ™ ™ Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $20,000 per month. During the three months ended March 31, 2021, the Company incurred approximately $60,000 of such costs which have been included in the accompanying condensed statement of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket Forward Purchase Agreements The Company entered into forward purchase agreements with each of certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”), pursuant to which the Anchor Investors committed to purchase in the aggregate, up to an aggregate of $75,000,000 of shares of Class A common stock at a purchase price of $25.00 per share, in private placements to occur simultaneously, and only in connection with, the closing of the initial Partnering Transaction, (collectively, the “Forward Purchase Agreements”). The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the Company’s initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for working capital in the post-transaction company. |
Commitments & Contingencie
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of the Founder Shares, Performance Shares, Forward Purchase Shares, Private Placement Warrants and private placement shares underlying Private Placement CAPS ™ ™ ™ ™ Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Partnering Transaction Advisory Engagement Letter In December 2020, the Company engaged Evercore as a capital markets advisor in connection with the Partnering Transaction, to assist the Company with the potential Partnering Transaction. The Company agreed to pay Evercore for such services upon the consummation of the Partnering Transaction a cash fee in an amount equal to 2.25% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable), which equates to approximately $9.3 million. Pursuant to the terms of the capital markets advisory agreement, no fee will be due if the Company does not complete a Partnering Transaction. Anchor Investments The Anchor Investors purchased 2.4 million CAPS ™ ™ There can be no assurance that the Anchor Investors will retain any CAPS ™ ™ |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6—Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2000, the Company has 4,140,000 61,400 No fractional warrants will be issued upon separation of the CAPS ™ 28.75 12 30 15 60 The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, excluding the Forward Purchase Shares, for capital raising purposes in connection with the Partnering Transaction at an issue price or effective issue price of less than $ 23.00 60 20 23.00 110 45.00 180 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 non-redeemable The Company may also redeem the Public Warrants, in whole and not in part, at a price of $ 0.01 • at any time while the warrants are exercisable, • upon a minimum of 30 • if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $ 45.00 20 30 “30-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the 30 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Equity Class A Common Stock Class B Common Stock On the last day of each fiscal year following the completion of a Partnering Transaction (and, with respect to any year in which the Company has a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such fiscal year), 10,000 shares of the Company’s Class B common stock will automatically convert into shares of Class A common stock (“conversion shares”), as follows: • If the price per share of Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock. • If the price per share of Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of: • 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant “price threshold” (as defined below), multiplied by divided by • 1,000 shares of Class A common stock. • The increase in the price of the Company’s Class A common stock will be based on the annual VWAP for the relevant fiscal year. For purposes of the foregoing calculations, the “price threshold” will initially equal $25.00 for the first fiscal year following completion of the Partnering Transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For calculation purposes, the total number of shares of Class A common stock outstanding at the closing of the Partnering Transaction can be no smaller than 33,120,000 shares of Class A common stock and no greater than 66,240,000 shares of Class A common stock. Upon a change of control occurring after the Partnering Transaction (but not in connection with the Partnering Transaction), holders of the Performance Shares shall receive cash in the amount is the greater of: (a) the value of approximately 3.3 million shares of Class A common stock at the time of the announcement of the change of control or (b) $82.8 million. Such calculation shall decrease by 1/12 each year based on the number of days that have occurred during the fiscal year divided by 360. For so long as any shares of Class B common stock remain outstanding, including prior to the Partnering Transaction, in connection with the Partnering Transaction, or following the Partnering Transaction, the Company may not, without the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, (A) amend, alter or repeal any provision the amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock, (B) change the Company’s fiscal year, (C) increase the number of directors on the board, (D) pay any dividends or effect any split on any of the Company’s capital stock or make any distributions of cash, securities or any other property, (E) adopt any stockholder rights plan, (F) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets, (G) issue any Class A shares in excess of 20% of the Company’s then outstanding Class A shares or that would otherwise require a stockholder vote pursuant to the rules of the stock exchange on which the Class A shares are then listed or (H) make a rights offering to all or substantially all of the holders of shares of Class B common stock or issue additional shares of Class B common stock. Class F Common Stock The Class F common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Partnering Transaction on a one-for-one as-converted as-converted one-for-one For so long as any shares of Class F common stock remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the shares of Class F common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the shares of Class F common stock. Any action required or permitted to be taken at any meeting of the holders of shares of Class F common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding shares of Class F common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class F common stock were present and voted. Preferred stock |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,007,389 $ — $ — Liabilities: Derivative warrant liabilities—Public $ 8,942,400 $ — Derivative warrant liabilities—Private $ 134,470 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,001,166 $ — $ — Liabilities: Derivative warrant liabilities—Public $ — $ — $ 16,228,800 Derivative warrant liabilities—Private 252,350 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement during the quarter ended March 31, 2021 the Public Warrants were separately listed and traded. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants was calculated using an option pricing method and the fair value of the Private Placement Warrants was calculated using the Black-Scholes Option Pricing Model as of December 31, 2020. Subsequently, as of March 31, 2021, the fair value of the Private Placement Warrants was calculated using the Black-Scholes Option Pricing Model, and the fair value of the Public Warrants has been measured based on the listed market price of such warrants as million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in the The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 31, 2021 As of December 31, 2020 Exercise price $ 28.75 $ 28.75 Unit price $ 23.74 $ 25.13 Volatility 16.60 % 23.00 % Expected life of the options to convert 5.00 5.00 Risk-free rate 0.92 % 0.59 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at Level 3, December 31, 2020 16,481,150 Transfer out of Level 3, Public Warrants (8,942,400 ) Change in fair value of derivative warrant liabilities - Level 3 (7,404,280 ) Derivative warrant liabilities at Level 3, March 31, 2021 $ 134,470 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were available for issuance. Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liability. Such estimates may be subject to change as more current information becomes available and 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 had no cash equivalents as of March 31, 2021 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 Initial Public Offering, the Private Placements, and the Over-Allotment, a total of approximately $414.0 million, was placed in the Trust Account and is currently invested in money market funds that invest in U.S. government securities. The estimated fair values of investments held in the . |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet s As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued warrants to purchase Class A common stock to investors in our Initial Public Offering and Over-Allotment (the “Public Warrants”) and issued Private Placement Warrants (the “Private Warrants”). All of its outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at March 31, 2021, 16,046,458 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, reduced for shares subject to forfeiture. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net income per share of common stock, basic and diluted for shares of redeemable Class A common stock is calculated by dividing the income earned on investments held in the Trust Account, net of applicable taxes, for the period, by the weighted average number of redeemable Class A common stock outstanding for the period. Net income per share of common stock, basic and diluted for shares of non-redeemable Class A, Class B, and Class F common stock is calculated by dividing the net income of approximately $7.2 million, less income attributable to Class A common stock by the weighted average number of non-redeemable Class A, Class B, and Class F common stock outstanding for the period. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's assets | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,007,389 $ — $ — Liabilities: Derivative warrant liabilities—Public $ 8,942,400 $ — Derivative warrant liabilities—Private $ 134,470 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 414,001,166 $ — $ — Liabilities: Derivative warrant liabilities—Public $ — $ — $ 16,228,800 Derivative warrant liabilities—Private 252,350 |
Summary of quantitative information | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 31, 2021 As of December 31, 2020 Exercise price $ 28.75 $ 28.75 Unit price $ 23.74 $ 25.13 Volatility 16.60 % 23.00 % Expected life of the options to convert 5.00 5.00 Risk-free rate 0.92 % 0.59 % Dividend yield 0.00 % 0.00 % |
Summary of change in the fair value | The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at Level 3, December 31, 2020 16,481,150 Transfer out of Level 3, Public Warrants (8,942,400 ) Change in fair value of derivative warrant liabilities - Level 3 (7,404,280 ) Derivative warrant liabilities at Level 3, March 31, 2021 $ 134,470 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | Dec. 16, 2020 | Dec. 14, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Gross proceeds | $ 540,000 | |||
Proceeds from private placement | 5,600,000 | |||
Percentage of net assets held in the Trust Account | 80.00% | |||
Assets held in trust | $ 414 | $ 414,000,000 | ||
Dissolution expenses | $ 100,000 | |||
Public shares, redeemable percentage | 100.00% | |||
Share Price | $ 23 | |||
Minimum networth necessary to carry out business cobination | $ 5,000,001 | |||
Cash held by company | 1,088,247 | $ 1,336,674 | ||
Working capital | $ 1,200,000 | |||
Public Share [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | $ 25 | |||
Note [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from related party debt | $ 148,000 | |||
Founder Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Offering costs paid by sponsor | $ 25,000 | |||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of voting interests acquired | 50.00% | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 14,400,000 | |||
Price per share | $ 25 | |||
Gross proceeds | $ 360,000,000 | |||
Offering cost | 4,000,000 | |||
Net of reimbursement of offering costs | $ 350,000 | |||
Shares issued during period new issues | 14,400,000 | |||
Share issued price per share | $ 25 | |||
Price per share | 25 | |||
Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 2,160,000 | |||
Offering cost | $ 540,000 | |||
Additional Gross proceeds | $ 54,000,000 | |||
Shares issued during period new issues | 2,160,000 | 2,160,000 | ||
Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares issued during period new issues | 224,000 | |||
Share issued price per share | $ 25 | |||
Additional Private Placement CAPS | 21,600 | |||
Price per share | $ 25 | |||
IPO and Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Price per share | $ 25 | |||
Assets held in trust | $ 360,000,000 | |||
Over Allotment [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Assets held in trust | $ 54 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | |
Class of Warrant or Right [Line Items] | |||
Cash with federal deposit insurance | $ 250,000 | ||
Money Market Funds At Carrying Value | $ 414,000,000 | $ 414 | |
Temporary equity shares outstanding | 16,046,458 | 15,759,775 | |
Net income | $ 7,167,069 | ||
Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Temporary equity shares outstanding | 16,046,458 | 15,759,775 | |
Non Redeemable Class A Class B and Class F Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Net income | $ 7,200,000 | ||
Public Warrant [Member] | IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights issued during the period unit | 4,140,000 | ||
Private Placement warrant [Member] | Over-Allotment Option [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights issued during the period unit | 61,400 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 14, 2020 | Mar. 31, 2021 |
Class A common stock, Sales price | $ 23 | |||
Over-Allotment Option [Member] | ||||
Over-allotment option, shares issued | 2,160,000 | 2,160,000 | ||
Initial Public Offering, Proceeds | $ 54,000,000 | |||
Initial Public Offering, Offering cost | 540,000 | |||
Over-allotment option, Offering cost in underwriting fee | 540,000 | |||
Day option granted | 45 days | |||
Underwriter fee payable | $ 540,000 | |||
IPO [Member] | ||||
Over-allotment option, shares issued | 14,400,000 | |||
Initial Public Offering, Issue price per share | $ 25 | |||
Initial Public Offering, Proceeds | $ 360,000,000 | |||
Initial Public Offering, Offering cost | 4,000,000 | |||
Initial Public Offering, Reimbursement of Offering cost from underwriter | $ 350,000 | $ 350,000 | ||
Underwriting discount, Per share | $ 0.25 | |||
Underwriting discount, Value | $ 3,600,000 | |||
Common Class A [Member] | ||||
Over-allotment option, shares issued | 286,683 | |||
Class A common stock, Sales price | $ 28.75 | |||
Common Class A [Member] | Public Warrant [Member] | ||||
Class A common stock, Sales price | $ 45 | |||
One share of Class A common stock | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Dec. 16, 2020USD ($)$ / sharesshares | Dec. 14, 2020USD ($)$ / sharesshares | Dec. 11, 2020shares | Sep. 14, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares |
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 16,805,600 | 16,805,600 | ||||
Common stock outstanding, Percentage | 20.00% | |||||
Number of days Founder Shares locked in | 180 days | |||||
Private Placement, Proceeds from issue | $ 5,600,000 | |||||
Class A common stock, Sales price | $ / shares | $ 23 | |||||
Expenses paid to Sponsor | $ 63,030 | |||||
Stock issued, Value | (7,167,075) | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Unsecured promissory note, Amount borrowed | 0 | $ 0 | ||||
Working Capital Loans, Convertible amount | $ 1,500,000 | |||||
Working Capital Loans, Conversion price | $ / shares | $ 25 | |||||
Working Capital Loans, Outstanding amount | $ 0 | $ 0 | ||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 14,400,000 | |||||
Founder shares, proceeds from issuance | $ 360,000,000 | |||||
Performance Shares, Proceeds from issuance | $ 360,000,000 | |||||
Share issued price per share | $ / shares | $ 25 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 2,160,000 | 2,160,000 | ||||
Founder shares, proceeds from issuance | $ 54,000,000 | |||||
Performance Shares, Proceeds from issuance | $ 54,000,000 | |||||
Common Class F [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Forward stock split effected | 1.2 | |||||
Class F common stock, Shares outstanding | shares | 828,000 | 828,000 | ||||
Common Class F [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 828,000 | |||||
Common Class F [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 690,000 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 286,683 | |||||
Class F common stock, Shares outstanding | shares | 759,142 | 1,045,825 | ||||
Number of years Class A common stock locked in | 3 years | |||||
Class A common stock, Sales price | $ / shares | $ 28.75 | |||||
Private Placement and Class A common stock lock in period | 30 days | |||||
Stock issued, Value | $ (29) | |||||
Common Class A [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 66,240,000 | |||||
Common Class A [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 33,120,000 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class F common stock, Shares outstanding | shares | 120,000 | 120,000 | ||||
Sponsor [Member] | Commercial Paper [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Unsecured promissory note, Face amount | $ 300,000 | |||||
Unsecured promissory note, Amount borrowed | $ 148,000 | |||||
Working Capital Loans, Outstanding amount | $ 148,000 | |||||
Sponsor [Member] | IPO [Member] | Private Placement warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Private Placement, Issued | shares | 224,000 | |||||
Private Placement, Issued price per share | $ / shares | $ 25 | |||||
Private Placement, Proceeds from issue | $ 5,600,000 | |||||
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Private Placement, Issued | shares | 21,600 | |||||
Private Placement, Issued price per share | $ / shares | $ 25 | |||||
Private Placement, Proceeds from issue | $ 540,000 | |||||
Sponsor [Member] | Common Class F [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 690,000 | |||||
Founder shares, proceeds from issuance | $ 6,250 | |||||
Performance Shares, Proceeds from issuance | $ 6,250 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 120,000 | |||||
Founder shares, proceeds from issuance | $ 18,750 | |||||
Performance Shares, Proceeds from issuance | $ 18,750 | |||||
Affiliate Of The Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses paid to Sponsor | 20,000 | |||||
Expenses paid to Sponsor | $ 60,000 | |||||
Anchor Investors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued during period new issues | shares | 2,400,000 | |||||
Anchor Investors [Member] | Common Class A [Member] | Forward Purchase Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued, Value | $ 75,000,000 | |||||
Share issued price per share | $ / shares | $ 25 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 14, 2020 | Mar. 31, 2021 |
IPO [Member] | ||
Over-allotment option, shares issued | 14,400,000 | |
Share issued price per share | $ 25 | |
Consulting fee percentage out of gross proceeds of initial public offering | 2.25% | |
Consulting fee payable | $ 9.3 | |
Performance Shares [Member] | ||
Over-allotment option, shares issued | 10,800 | |
Share issued price per share | $ 0.16 | |
Anchor Investors [Member] | ||
Over-allotment option, shares issued | 2,400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Price | $ 23 | |
Warrants expiration, terms | 5 years | |
Proceeds from issuances to percentage of equity proceeds | 60.00% | |
Number of days determining warrants exercise price | 20 days | |
Warrants, exercise price percentage | 180.00% | |
Redemption Price Trigger [Member] | ||
Share Price | $ 45 | |
Warrant [Member] | ||
Warrants, exercise price percentage | 110.00% | |
Common Class A [Member] | ||
Share Price | $ 28.75 | |
Shares lock in period | 30 days | |
Public Warrant [Member] | ||
Class of warrant or right, outstanding | 4,140,000 | |
Public warrants, redemption price per warrant | $ 0.01 | |
Minimum number of days for prior Notice of redemption | 30 days | |
Number of consecutive trading days before notice of redemption to be sent | 20 days | |
Number of trading days before notice of redemption to be sent | 30 days | |
Effective days of registration statement determining warrant to be redeemed | 30 days | |
Public Warrant [Member] | Common Class A [Member] | ||
Share Price | $ 45 | |
Private Warrant [Member] | ||
Class of warrant or right, outstanding | 61,400 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | Dec. 11, 2020shares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 14, 2021shares | Dec. 31, 2020$ / sharesshares |
Preferred stock,Shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock,Shares issued | 0 | 0 | ||
Preferred stock,Shares outstanding | 0 | 0 | ||
Common stock shares issued | 16,805,600 | 16,805,600 | ||
Common stock shares outstanding | 16,805,600 | 16,805,600 | ||
Common stock subject to possible redemption, shares | 16,046,458 | 15,759,775 | ||
Common stock, Shares | 10,000 | |||
Share Price | $ / shares | $ 23 | |||
Percentage increase in the price of one Class A share | 20.00% | |||
Threshold price | $ / shares | $ 25 | |||
Proceeds to holders of the Performance Shares | $ | $ 82.8 | |||
Conversion basis | one-for-one basis | |||
Share Price Not Exceed 27.50 USD [Member] | ||||
Number of consecutive trading days determining conversion of shares | 20 days | |||
Number of trading days determining conversion of shares | 30 days | |||
Share Price Exceeds 27.50 USD [Member] | ||||
Number of consecutive trading days determining conversion of shares | 20 days | |||
Number of trading days determining conversion of shares | 30 days | |||
Common Class A [Member] | ||||
Common stock shares authorized | 380,000,000 | 380,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 759,142 | 1,045,825 | ||
Common stock shares outstanding | 759,142 | 1,045,825 | ||
Common stock subject to possible redemption, shares | 16,046,458 | 15,759,775 | ||
Common stock, Shares | 1,000 | |||
Share Price | $ / shares | $ 28.75 | |||
Proceeds to holders of the Performance Shares | $ | $ 3.3 | |||
Outstanding percentage | 20.00% | |||
Class A converted common shares, Outstanding percentage | 5.00% | |||
Common Class A [Member] | Share Price Not Exceed 27.50 USD [Member] | ||||
Share Price | $ / shares | $ 27.50 | |||
Common Class A [Member] | Share Price Exceeds 27.50 USD [Member] | ||||
Share Price | $ / shares | $ 27.50 | |||
Common Class B [Member] | ||||
Common stock shares authorized | 1,000,000 | 1,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 120,000 | 120,000 | ||
Common stock shares outstanding | 120,000 | 120,000 | ||
Common Class F [Member] | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 828,000 | 828,000 | ||
Common stock shares outstanding | 828,000 | 828,000 | ||
Forward stock split effected | 1.2 | |||
Common Class F [Member] | Sponsor [Member] | ||||
Common stock shares issued | 690,000 | |||
Minimum [Member] | ||||
Acquisition of business with assets, Percentage of purchase price | 10.00% | |||
Minimum [Member] | Common Class A [Member] | ||||
Common stock shares outstanding | 33,120,000 | |||
Minimum [Member] | Common Class F [Member] | ||||
Common stock shares outstanding | 690,000 | |||
Maximum [Member] | Common Class A [Member] | ||||
Common stock shares outstanding | 66,240,000 | |||
Maximum [Member] | Common Class F [Member] | ||||
Common stock shares outstanding | 828,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Assets (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 414,007,389 | $ 414,001,166 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 8,942,400 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 16,228,800 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 134,470 | $ 252,350 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of derivative warrant liabilities | $ (7,404,280) |
Historical rate | 0.00% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information (Detail) | Mar. 31, 2021yr | Dec. 31, 2020yr |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 28.75 | 28.75 |
Unit price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 23.74 | 25.13 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 16.60 | 23 |
Expected life of the options to convert [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 5 | 5 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.92 | 0.59 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value (Detail) - Derivative Financial Instruments, Liabilities [Member] - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at Level 3, December 31, 2020 | $ 16,481,150 |
Change in fair value of derivative warrant liabilities - Level 3 | (7,404,280) |
Derivative warrant liabilities at Level 3, March 31, 2021 | 134,470 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer out of Level 3, Public Warrants | $ (8,942,400) |