Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40185 | |
Entity Registrant Name | PWP FORWARD ACQUISITION CORP. I | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3098890 | |
Entity Address, Address Line One | 767 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10153 | |
City Area Code | 212 | |
Local Phone Number | 287-3200 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001825739 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | FRWAU | |
Security Exchange Name | NASDAQ | |
Class A common stock included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock included as part of the units | |
Trading Symbol | FRW | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | FRWAW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,163,433 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,290,858 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 1,121,664 | $ 293,179 | |
Prepaid expenses | 460,975 | ||
Total current assets | 1,582,639 | 293,179 | |
Investments held in Trust Account | 211,634,822 | ||
Deferred offering costs | 417,247 | ||
Total Assets | 213,217,461 | 710,426 | |
Current liabilities: | |||
Accounts payable | 13,995 | 385,711 | |
Accrued expenses | 139,833 | 9,250 | |
Franchise tax payable | 48,352 | 1,670 | |
Notes payable- related party | 300,000 | ||
Total current liabilities | 202,180 | 696,631 | |
Deferred Legal Fees | 574,640 | ||
Derivative warrant liabilities | 11,407,420 | ||
Deferred underwriting commissions | 7,407,202 | ||
Total Liabilities | 19,591,442 | 696,631 | |
Commitments | |||
Stockholder's Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020 | |||
Additional paid-in capital | 5,715,699 | 24,425 | |
Accumulated deficit | (716,449) | (11,205) | |
Total Stockholder's Equity | 5,000,009 | 13,795 | [1] |
Total liabilities and stockholders' equity | 213,217,461 | 710,426 | |
Class A Common Stock | |||
Stockholder's Equity | |||
Total Stockholder's Equity | 230 | ||
Class A Common Stock Subject to Redemption | |||
Current liabilities: | |||
Class A common stock, $0.0001 par value; 18,862,601 and -0- shares subject to possible redemption at $0.00 per share as of March 31, 2021 and December 31, 2020, respectively | 188,626,010 | ||
Class A Common Stock Not Subject to Redemption | |||
Stockholder's Equity | |||
Common stock | 230 | ||
Class B Common Stock | |||
Stockholder's Equity | |||
Common stock | 529 | 575 | |
Total Stockholder's Equity | $ 529 | $ 575 | [1] |
[1] | This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 18, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Class A Common Stock Subject to Redemption | |
Temporary Equity, par value, (per share) | $ / shares | $ 0.0001 |
Temporary equity, shares outstanding | 0 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 80,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 5,750,000 |
Common shares, shares outstanding | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expense | $ 250,142 |
General and administrative expenses - related party | 10,000 |
Franchise tax expense | 48,435 |
Loss from operations | (308,577) |
Offering costs associated with derivative warrant liabilities | (397,160) |
Income from investments held in Trust Account | 493 |
Net loss | $ (705,244) |
Class A Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic and diluted | shares | 17,819,536 |
Basic and diluted net loss per common share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Net loss | $ (705,244) |
Weighted average shares outstanding, basic and diluted | shares | 5,710,771 |
Basic and diluted net loss per common share | $ / shares | $ (0.12) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 18,862,601 | 0 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2020 | [1] | $ 575 | $ 24,425 | $ (11,205) | $ 13,795 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, including over-allotment | $ 2,116 | 205,875,764 | 0 | 205,877,880 | ||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, including over-allotment (in shares) | 21,163,433 | |||||
Excess cash received over the fair value of the private warrants | 581,717 | 0 | 581,717 | |||
Offering costs | (12,142,129) | 0 | (12,142,129) | |||
Forfeiture of Class B common stock | $ 46 | 46 | 0 | |||
Forfeiture of Class B common stock (in shares) | (459,142) | |||||
Common stock subject to possible redemption | $ (1,886) | (188,624,124) | 0 | (188,626,010) | ||
Common stock subject to possible redemption (in shares) | (18,862,601) | |||||
Net loss | 0 | (705,244) | (705,244) | |||
Balance at the end at Mar. 31, 2021 | $ 230 | $ 529 | $ 5,715,699 | $ (716,449) | $ 5,000,009 | |
Balance at the end (in shares) at Mar. 31, 2021 | 2,300,832 | 5,290,858 | ||||
[1] | This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 18, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2020shares |
Class A Common Stock Not Subject to Redemption | |
Common shares, shares issued | 0 |
Class B Common Stock | |
Common shares, shares issued | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (705,244) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Offering costs associated with derivative warrant liabilities | 397,160 |
Income from investments held in Trust Account | (493) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (460,975) |
Accounts payable | (211,048) |
Franchise tax payable | 46,682 |
Accrued expenses | 4,834 |
Net cash used in operating activities | (929,084) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (211,634,330) |
Net cash used in investing activities | (211,634,330) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (300,000) |
Proceeds received from initial public offering, including over-allotment | 211,634,330 |
Proceeds received from private placement | 6,232,687 |
Reimbursement from underwriter | 634,903 |
Offering costs paid | (4,810,021) |
Net cash provided by financing activities | 213,391,899 |
Net increase in cash | 828,485 |
Cash - beginning of the period | 293,179 |
Cash - end of the period | 1,121,664 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 135,000 |
Reversal of accrued expenses | 9,250 |
Reclassification of outstanding accounts payable to deferred legal fees | 160,668 |
Deferred legal fees in connection with the initial public offering | 217,231 |
Deferred underwriting commissions | 7,407,202 |
Initial value of Class A common stock subject to possible redemption | 177,646,380 |
Change in value of Class A common stock subject to possible redemption | $ 10,979,630 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations PWP Forward Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on September 9, 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial 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 will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective March 9, 2021. On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units (the “Over-Allotment Units”) pursuant to the exercise of such option, generating gross proceeds of approximately $11.6 million, and incurred additional offering costs of approximately $640,000 in offering costs (of which approximately $407,000 was for deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on March 18, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $233,000. Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on March 18, 2021, an aggregate of approximately $11.6 million of the net proceeds of the sale of the Over-Allotment Units and the additional Private Placement was placed in the Trust Account, for a total amount of approximately $211.6 million. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) 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 at $10.00 per Public Share). 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 are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, 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 connection with a Business Combination 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 law and the Company does not decide to hold a stockholder vote for business or other legal 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 law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public 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 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 their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 2023 (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters 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 the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.4 million (not taking into consideration approximately $48,000 of franchise tax obligations that may be paid using investment income earned from the Trust Account). Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loans proceeds from the Company’s Sponsor of $300,000. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, 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 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies 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 periods presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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. The Company had no cash equivalents held outside the Trust Account as of March 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Coverage of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. 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 FASB ASC Topic 480 and FASB ASC Topic 815-15, “Derivatives and Hedging—Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The estimated fair value of the Public Warrants are measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The estimated fair value of the Private Placement Warrants are also measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. (See Notes 7 and 8.) Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial 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 FASB ASC Topic 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 18,862,601 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 statement 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. Deferred tax assets were deemed immaterial as of March 31, 2021. 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. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,387,810 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of 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 investments held in the Trust Account attributable to 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 Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 439 Less: Company’s portion available to be withdrawn to pay taxes (439) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 17,819,536 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (705,244) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (705,244) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,710,771 Basic and diluted net loss per share, Non-redeemable common stock $ (0.12) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards 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 | |
Initial Public Offering | Note 3 — Initial Public Offering On March 12, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 was for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Over-Allotment Units pursuant to the exercise of such option, generating gross proceeds of approximately $11.6 million, and incurred additional offering costs of approximately $640,000 in offering costs (of which approximately $407,000 was for deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 6, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Concurrent with the closing of the Over-Allotment, the Company issued 155,124 Private Placement Warrants to the Sponsor in a private placement, generating gross proceeds to the Company of approximately $233,000, including cash proceeds of approximately $22,000 in excess of the fair value of the Private Placement Warrants issued to the Sponsor. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On October 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the Note and repaid this in full upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services. During the period from March 12, 2021 (inception) through March 31, 2021 the Company incurred $10,000 of such fees. The amount payable has been included in accrued expenses on the condensed balance sheet. The Sponsor, 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 Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
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 common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provided that the Company would not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing, and approximately $407,000 in deferred underwriting commissions. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of March 31, 2021, the Company has deferred legal fees of approximately $574,640 in connection with such services on the accompanying balance sheet. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6 — Stockholders’ Equity Preferred Stock — outstanding Class A Common Stock — Class B Common Stock — Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | Note 7 — Warrants As of March 31, 2021, the Company had 4,232,686 Public Warrants and 4,155,124 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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 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 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 call the outstanding warrants for redemption (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 to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
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 indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,634,822 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 5,756,450 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,650,970 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between The estimated fair value of the Public Warrants are measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The estimated fair value of the Private Placement Warrants are also measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The estimated fair value of the Public Warrants and Private Placement Warrants is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 12, 2021 March 31, 2020 Exercise price $ 11.50 $ 11.50 Volatility 25.0 % 25.0 % Term 5.5 5.5 Risk-free rate 1.00 % 1.00 % The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) $ — Issuance of Public and Private Warrants 11,407,420 Change in fair value of derivative warrant liabilities — Level 3 - Derivative warrant liabilities at March 31, 2021 $ 11,407,420 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Revision to Prior Period Financial Statements | |
Revision to Prior Period Financial Statements | Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated March 12, 2021, filed on Form 8-K on March 18, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 12, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 12, 2020 As Previously Restatement Reported Adjustments As Restated Balance Sheet Total assets $ 202,077,536 $ — $ 202,077,536 Liabilities and stockholders’ equity Total current liabilities $ 645,828 $ — $ 645,828 Deferred underwriting commissions 7,000,000 — 7,000,000 Deferred legal fees 377,899 — 377,899 Derivative warrant liabilities — 11,407,420 11,407,420 Total liabilities 8,023,727 11,407,420 19,431,147 Class A common shares, $0.0001 par value; shares subject to possible redemption 189,053,800 (11,407,420) 177,646,380 Stockholders’ equity Prefered shares- $0.0001 par value — — — Class A common shares - $0.0001 par value 109 115 224 Class B common shares - $0.0001 par value 575 — 575 Additional paid-in-capital 5,071,116 397,045 5,468,161 Accumulated deficit (71,791) (397,160) (468,951) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 202,077,536 $ — $ 202,077,536 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, except as disclosed in Note 1, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | 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 periods presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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. The Company had no cash equivalents held outside the Trust Account as of March 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Coverage of $250,000 and investments held in Trust Account. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. |
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 FASB ASC Topic 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 18,862,601 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and FASB ASC Topic 815-15, “Derivatives and Hedging—Embedded Derivatives.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 4,232,686 warrants issued in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The estimated fair value of the Public Warrants are measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The estimated fair value of the Private Placement Warrants are also measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. (See Notes 7 and 8.) |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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 statement 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. Deferred tax assets were deemed immaterial as of March 31, 2021. 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. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,387,810 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per common share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of 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 investments held in the Trust Account attributable to 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 Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments held in the Trust Account based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 439 Less: Company’s portion available to be withdrawn to pay taxes (439) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 17,819,536 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (705,244) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (705,244) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,710,771 Basic and diluted net loss per share, Non-redeemable common stock $ (0.12) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For the Three Months Ended March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 439 Less: Company’s portion available to be withdrawn to pay taxes (439) Net income attributable $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 17,819,536 Basic and diluted net income per share $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (705,244) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable net loss $ (705,244) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 5,710,771 Basic and diluted net loss per share, Non-redeemable common stock $ (0.12) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 211,634,822 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 5,756,450 Derivative warrant liabilities - Private placement warrants $ — $ — $ 5,650,970 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 12, 2021 March 31, 2020 Exercise price $ 11.50 $ 11.50 Volatility 25.0 % 25.0 % Term 5.5 5.5 Risk-free rate 1.00 % 1.00 % |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at March 12, 2021 (inception) $ — Issuance of Public and Private Warrants 11,407,420 Change in fair value of derivative warrant liabilities — Level 3 - Derivative warrant liabilities at March 31, 2021 $ 11,407,420 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revision to Prior Period Financial Statements | |
Schedule of impact of the revision to prior period balance sheet | The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 12, 2020 As Previously Restatement Reported Adjustments As Restated Balance Sheet Total assets $ 202,077,536 $ — $ 202,077,536 Liabilities and stockholders’ equity Total current liabilities $ 645,828 $ — $ 645,828 Deferred underwriting commissions 7,000,000 — 7,000,000 Deferred legal fees 377,899 — 377,899 Derivative warrant liabilities — 11,407,420 11,407,420 Total liabilities 8,023,727 11,407,420 19,431,147 Class A common shares, $0.0001 par value; shares subject to possible redemption 189,053,800 (11,407,420) 177,646,380 Stockholders’ equity Prefered shares- $0.0001 par value — — — Class A common shares - $0.0001 par value 109 115 224 Class B common shares - $0.0001 par value 575 — 575 Additional paid-in-capital 5,071,116 397,045 5,468,161 Accumulated deficit (71,791) (397,160) (468,951) Total stockholders’ equity 5,000,009 — 5,000,009 Total liabilities and stockholders’ equity $ 202,077,536 $ — $ 202,077,536 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Mar. 18, 2021USD ($)shares | Mar. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item$ / sharesshares | Oct. 06, 2020USD ($)$ / shares | Mar. 12, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Payment of offering costs | $ 4,810,021 | ||||
Deferred underwriting commissions | 7,407,202 | $ 7,000,000 | |||
Deferred legal fees | 574,640 | $ 377,899 | |||
Proceeds received from private placement | 6,232,687 | ||||
Payments for investment of cash in Trust Account | $ 211,600,000 | $ 211,634,330 | |||
Duration Of Combination Period | 24 months | ||||
Amount of operating bank accounts | $ 1,100,000 | ||||
Franchise tax obligations | $ 48,000 | ||||
Outstanding balance of related party note | $ 300,000 | ||||
Period From Business Combination For Which Company Believes There Will Be Sufficient Working Capital And Borrowing Capacity To Meet Its Needs | 1 year | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,155,124 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,232,686 | ||||
Founder Shares | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Consideration received | $ 25,000 | ||||
Proceeds from promissory note - related party | 300,000 | ||||
Working Capital Loans | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Price of warrant | $ / shares | $ 1.50 | ||||
Outstanding balance of related party note | $ 0 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 20,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 200,000,000 | ||||
Payment of offering costs | 11,900,000 | ||||
Deferred underwriting commissions | 7,000,000 | ||||
Deferred legal fees | $ 378,000 | ||||
Payments for investment of cash in Trust Account | $ 200,000,000 | ||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Thres hold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 50.00% | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||||
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent | 15.00% | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Maximum interest to pay for Dissolution expenses | $ 100,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,000,000 | ||||
Proceeds received from private placement | $ 6,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,000,000 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds received from private placement | $ 6,000,000 | ||||
Private Placement | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 155,124 | ||||
Proceeds received from private placement | $ 233,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 1,163,433 | 3,000,000 | |||
Proceeds from issuance initial public offering | $ 11,600,000 | ||||
Payment of offering costs | 640,000 | ||||
Deferred underwriting commissions | $ 407,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 155,124 | ||||
Proceeds received from private placement | $ 233,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 16, 2021 | Oct. 06, 2020 | |
Cash equivalents | $ 0 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 8,387,810 | ||
Public Warrants | |||
Number of warrants to purchase shares issued | 4,232,686 | ||
Private Placement Warrants | |||
Number of warrants to purchase shares issued | 4,155,124 | ||
Class B Common Stock | |||
Shares subject to forfeiture | 750,000 | 1,163,433 | 750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation Summary of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Federal Depository Insurance Coverage | $ 250,000 |
Net loss | (705,244) |
Class A Common Stock Subject to Redemption | |
Income from investments held in Trust Account | 439 |
Less: Company's portion available to be withdrawn to pay taxes | $ (439) |
Weighted average shares outstanding, basic and diluted | shares | 17,819,536 |
Basic and diluted net loss per common share | $ / shares | $ 0 |
Class A Common Stock Not Subject to Redemption | |
Net loss | $ (705,244) |
Adjusted net loss | $ (705,244) |
Weighted average shares outstanding, basic and diluted | shares | 5,710,771 |
Basic and diluted net loss per common share | $ / shares | $ (0.12) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 18, 2021 | Mar. 12, 2021 | Mar. 31, 2021 | Mar. 12, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Payment of offering costs | $ 4,810,021 | |||
Deferred underwriting commissions | $ 7,407,202 | $ 7,000,000 | ||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.20 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 20,000,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | |||
Payment of offering costs | 11,900,000 | |||
Deferred underwriting commissions | 7,000,000 | |||
deferred legal fees | $ 378,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 1,163,433 | 3,000,000 | ||
Proceeds from issuance initial public offering | $ 11,600,000 | |||
Payment of offering costs | 640,000 | |||
Deferred underwriting commissions | $ 407,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Oct. 06, 2020 | Mar. 31, 2021 | Mar. 16, 2021 | Dec. 31, 2020 | Feb. 12, 2020 |
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Aggregate number of shares owned | 459,142 | ||||
Shares subject to forfeiture | 750,000 | 750,000 | 1,163,433 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Shares subject to forfeiture | 750,000 | ||||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Founder Shares | Sponsor | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||
Founder Shares | Sponsor | Class A Common Stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrant (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 18, 2021 | |
Related Party Transaction [Line Items] | ||
Proceeds received from private placement | $ 6,232,687 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued | 4,000,000 | |
Price of warrants (in dollars per share) | $ 1.50 | |
Proceeds received from private placement | $ 6,000,000 | |
Private Placement | Sponsor | ||
Related Party Transaction [Line Items] | ||
Number of warrants to purchase shares issued | 155,124 | |
Proceeds received from private placement | $ 233,000 | |
Cash proceeds in excess of the fair value of private placement warrants | $ 22,000 | |
Class A Common Stock | Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Mar. 31, 2021 | Oct. 06, 2020 |
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 500,000 | ||
Outstanding balance of related party note | 300,000 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 | ||
Expenses incurred and paid | $ 10,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | $ 0 | ||
Loan conversion agreement warrant | $ 1,500,000 | ||
Price of warrant | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 18, 2021 | Mar. 31, 2021 | Mar. 12, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred fee per unit | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 7,000,000 | ||
Underwriting cash discount per unit | $ 0.20 | ||
Underwriter cash discount | $ 4,000,000 | ||
Underwriters additional fee | 233,000 | ||
Deferred underwriting commissions | 407,000 | ||
Deferred legal fees | $ 574,640 | $ 377,899 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Overallotment option period | 45 days | ||
Number of units sold | 1,163,433 | 3,000,000 | |
Services | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred legal fees | $ 574,640 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 12, 2020 |
Stockholders' Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Mar. 16, 2021shares | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 06, 2020shares | Feb. 12, 2020$ / shares |
Class of Stock [Line Items] | |||||
Initial Business Combination Shares Issuable Aspercent Of Outstanding Share | 20.00% | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 80,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 2,300,832 | ||||
Common stock subject to possible redemption (in shares) | (18,862,601) | ||||
Class A Common Stock Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Common shares, shares outstanding (in shares) | 18,862,601 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 1,163,433 | 5,290,858 | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,290,858 | 5,750,000 | 5,750,000 | ||
Common stock subject to possible redemption (in shares) | 459,142 | ||||
Initial Business Combination Shares Issuable Aspercent Of Outstanding Share | 20.00% | ||||
Number Of Shares Subject To Forfeiture | 1,163,433 | 750,000 | 750,000 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Warrant exercise price adjustment multiple | 115 |
Reference value | $ 18 |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.361 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 4,232,686 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Redemption period | 30 days |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | $ | 20 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | $ | 20 |
Threshold consecutive trading days for redemption of public warrants | $ | 30 |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price scenario two | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 4,155,124 |
Restrictions on transfer period of time after business combination completion | 30 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Mar. 12, 2020 |
Liabilities: | ||
Derivative warrant liabilities | $ 11,407,420 | $ 11,407,420 |
Level 1 | Marketable Securities | ||
Assets: | ||
Investments held in Trust Account | 211,634,822 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 5,650,970 | |
Level 3 | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 5,756,450 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 12, 2021USD ($)$ / shares | Mar. 31, 2020$ / sharesUSD ($) |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 11.50 | 11.50 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 25 | 25 |
Term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ | 5.5 | 5.5 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1 | 1 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities at (inception) | $ 0 |
Issuance of Public and Private Warrants | 11,407,420 |
Change in fair value of warrant liabilities | 0 |
Warrant liabilities at end of period | $ 11,407,420 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Measurements | |
Fair value assets level 1 to level 2 transfers | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 |
Fair value assets transferred into (out of) level 3 | $ 0 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 12, 2020 | Feb. 12, 2020 | |
Assets: | |||||
Total Assets | $ 213,217,461 | $ 710,426 | $ 202,077,536 | ||
Current liabilities: | |||||
Total current liabilities | 202,180 | 696,631 | 645,828 | ||
Deferred underwriting commissions | 7,407,202 | 7,000,000 | |||
Deferred Legal Fees | 574,640 | 377,899 | |||
Derivative warrant liabilities | 11,407,420 | 11,407,420 | |||
Total Liabilities | 19,591,442 | 696,631 | 19,431,147 | ||
Stockholder's Equity | |||||
Preferred shares- $0.0001 par value | |||||
Additional paid-in capital | 5,715,699 | 24,425 | 5,468,161 | ||
Accumulated deficit | (716,449) | (11,205) | (468,951) | ||
Total Stockholder's Equity | 5,000,009 | 13,795 | [1] | 5,000,009 | |
Total liabilities and stockholders' equity | $ 213,217,461 | $ 710,426 | 202,077,536 | ||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
As Previously Reported | |||||
Assets: | |||||
Total Assets | 202,077,536 | ||||
Current liabilities: | |||||
Total current liabilities | 645,828 | ||||
Deferred underwriting commissions | 7,000,000 | ||||
Deferred Legal Fees | 377,899 | ||||
Total Liabilities | 8,023,727 | ||||
Stockholder's Equity | |||||
Preferred shares- $0.0001 par value | |||||
Additional paid-in capital | 5,071,116 | ||||
Accumulated deficit | (71,791) | ||||
Total Stockholder's Equity | 5,000,009 | ||||
Total liabilities and stockholders' equity | 202,077,536 | ||||
Restatement Adjustments | |||||
Current liabilities: | |||||
Derivative warrant liabilities | 11,407,420 | ||||
Total Liabilities | 11,407,420 | ||||
Stockholder's Equity | |||||
Preferred shares- $0.0001 par value | |||||
Additional paid-in capital | 397,045 | ||||
Accumulated deficit | (397,160) | ||||
Class A Common Stock | |||||
Stockholder's Equity | |||||
Common stock | 224 | ||||
Total Stockholder's Equity | $ 230 | ||||
Common shares, par value, (per share) | $ 0.0001 | 0.0001 | |||
Class A Common Stock | As Previously Reported | |||||
Stockholder's Equity | |||||
Common stock | 109 | ||||
Class A Common Stock | Restatement Adjustments | |||||
Stockholder's Equity | |||||
Common stock | 115 | ||||
Class A Common Stock Subject to Redemption | |||||
Current liabilities: | |||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | $ 188,626,010 | 177,646,380 | |||
Stockholder's Equity | |||||
Temporary Equity, par value, (per share) | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Class A Common Stock Subject to Redemption | As Previously Reported | |||||
Current liabilities: | |||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | 189,053,800 | ||||
Class A Common Stock Subject to Redemption | Restatement Adjustments | |||||
Current liabilities: | |||||
Class A common shares, $0.0001 par value; shares subject to possible redemption | (11,407,420) | ||||
Class B Common Stock | |||||
Stockholder's Equity | |||||
Common stock | $ 529 | $ 575 | 575 | ||
Total Stockholder's Equity | $ 529 | $ 575 | [1] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class B Common Stock | As Previously Reported | |||||
Stockholder's Equity | |||||
Common stock | $ 575 | ||||
[1] | This number included up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 18, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. |