Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 18, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TS INNOVATION ACQUISITIONS CORP. | |
Entity Central Index Key | 0001826000 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | NY | |
Entity Incorporation, State or Country Code | DE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | TSIA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,500,000 | |
Capital Units [Member] | ||
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-third of one redeemable warrant | |
Trading Symbol | TSIAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | TSIAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 739,467 | $ 1,171,569 |
Prepaid expenses | 582,655 | 626,681 |
Total current assets | 1,322,122 | 1,798,250 |
Cash and marketable securities held in Trust Account | 300,005,261 | 300,002,255 |
Total Assets | 301,327,383 | 301,800,505 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,192,897 | 1,220,049 |
Due to related party | 47,000 | 17,000 |
Total current liabilities | 3,239,897 | 1,237,049 |
Warrant liability | 32,254,270 | 25,644,337 |
Deferred underwriters' discount | 10,500,000 | 10,500,000 |
Total liabilities | 45,994,167 | 37,381,386 |
Commitments and Contingencies | ||
Class A Common Stock subject to possible redemption, 25,033,322 and 25,941,911 shares at redemption value, respectively | 250,333,215 | 259,419,110 |
Stockholders' Equity: | ||
Preferred shares, $0.0001 par value; 2,500,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 21,475,028 | 12,389,225 |
Accumulated deficit | (16,476,274) | (7,390,372) |
Total stockholders' equity | 5,000,001 | 5,000,009 |
Total Liabilities and stockholders' equity | 301,327,383 | 301,800,505 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | 497 | 406 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | $ 750 | $ 750 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,500,000 | 2,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption | 25,033,322 | 25,941,911 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 4,966,678 | 4,058,089 |
Common Stock, Shares, Outstanding | 4,966,678 | 4,058,089 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Shares, Issued | 7,500,000 | 7,500,000 |
Common Stock, Shares, Outstanding | 7,500,000 | 7,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 2,478,975 |
Loss from operations | (2,478,975) |
Other income/(expense) | |
Change in fair value of warrant liabilities | (6,609,933) |
Interest income | 3,006 |
Total other income/(expense) | (6,606,927) |
Net loss | $ (9,085,902) |
Common Class A [Member] | |
Other income/(expense) | |
Basic and diluted weighted average shares outstanding | shares | 30,000,000 |
Basic and diluted net income/loss per share | $ / shares | $ 0 |
Common Class B [Member] | |
Other income/(expense) | |
Basic and diluted weighted average shares outstanding | shares | 7,500,000 |
Basic and diluted net income/loss per share | $ / shares | $ (1.21) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Beginning of Period at Dec. 31, 2020 | $ 5,000,009 | $ 406 | $ 750 | $ 12,389,225 | $ (7,390,372) |
Balance at Beginning of Period (Shares) at Dec. 31, 2020 | 4,058,089 | 7,500,000 | |||
Change in Class A common stock subject to possible redemption | 9,085,894 | $ 91 | 9,085,803 | ||
Change in Class A common stock subject to possible redemption (Shares) | 908,589 | ||||
Net loss | (9,085,902) | (9,085,902) | |||
Balance at End of Period at Mar. 31, 2021 | $ 5,000,001 | $ 497 | $ 750 | $ 21,475,028 | $ (16,476,274) |
Balance at End of Period (Shares) at Mar. 31, 2021 | 4,966,678 | 7,500,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,085,902) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash held in Trust Account | (3,006) |
Change in fair value of warrant liabilities | 6,609,933 |
Changes in operating assets and liabilities | |
Due to related party | 30,000 |
Prepaid assets | 44,026 |
Accounts payable and accrued expenses | 1,972,847 |
Net cash used in operating activities | (432,102) |
Net Change in Cash | (432,102) |
Cash, beginning of the period | 1,171,569 |
Cash, end of period | 739,467 |
Supplemental Disclosure of Non-cash Operating and Financing Activities: | |
Value of Class A common stock subject to possible redemption at December 31, 2020 | 259,419,109 |
Change in value of Class A common stock subject to redemption | (9,085,894) |
Value of Class A common stock subject to possible redemption at March 31, 2021 | $ 250,333,215 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation TS Innovation Acquisitions Corp. (the “Company”) was incorporated in Delaware on September 18, 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”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus its search on identifying a prospective target that can benefit from the Company’s sponsor’s leading brand, operational expertise, and global network in the real estate industry, including real estate adjacent Proptech businesses. On January 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lionet Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Latch, Inc., a Delaware corporation (“Latch”), pursuant to which Merger Sub will merge with and into Latch, with Latch surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The transaction values Latch at an equity value of $1.56 billion post-money. Latch is a maker of the full-building enterprise software-as-a-service S-4, No. 333-254103) Upon closing of the Merger, the combined company’s common stock is expected to trade on NASDAQ under the ticker symbol “LTCH”. The Company’s sponsor is TS Innovation Acquisitions Sponsor, L.L.C. (the “Sponsor”). Financing The registration statement for the Company’s initial public offering was declared effective on November 9, 2020 (the “Effective Date”). On November 13, 2020, the Company consummated the initial public offering of 30,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (the “Initial Public Offering” or “IPO”), which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,333,334 private placement warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Trust Account Following the closing of the IPO on November 13, 2020, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested only in 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government 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 in money market funds meeting certain conditions under Rule 2a-7 The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the IPO (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share 24-month The Sponsor, and the Company’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, or the Company’s officers and directors acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective targets 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. Proposed Business Combination with Latch Merger Agreement If the Merger Agreement is approved and adopted and the Merger is subsequently completed, Merger Sub will merge with and into Latch with Latch surviving the Merger as a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), (i) Latch will cause each share of Latch preferred stock issued and outstanding to be automatically converted into a number of shares of Latch common stock in accordance with Latch’s certificate of incorporation (the “preferred stock conversion”) and (ii) Latch will cause the outstanding principal and accrued but unpaid interest due on Latch’s convertible notes immediately prior to the Effective Time to be automatically converted into a number of shares of Latch common stock in accordance with the terms of the applicable Latch convertible note (the “convertible note conversion”). As part of the Merger, Latch equityholders will receive aggregate consideration of $1.0 billion, payable in newly issued shares of Class A common stock at a price of $10.00 per share and, solely with respect to holders of Latch vested stock options with respect to which an election to receive only cash has been properly made, the Cash Election Consideration (as defined below). At the Effective Time, (i) each share of Latch common stock issued and outstanding immediately prior to the closing of the Merger (the “Closing”) (including shares of Latch common stock issued upon the preferred stock conversion and the convertible note conversion and upon any exercise of Latch warrants prior to the Closing, but excluding shares owned by Latch as treasury stock or dissenting shares) will be cancelled and converted into the right to receive a number of shares of Class A common stock equal to the Exchange Ratio (as defined below), (ii) each Latch vested stock option with respect to which a cash election has been properly made that is issued and outstanding immediately prior to the Closing (such option, a “Cash Elected Company Option”) will be cancelled and converted into the right to receive an amount of cash equal to the Exchange Ratio multiplied by $10.00 minus the exercise price applicable to the share of Latch common stock underlying such Latch vested stock option (the “Cash Election Consideration”), and (iii) each outstanding Latch stock option that is not a Cash Elected Company Option, whether vested or unvested, will be converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Latch common stock underlying such Latch stock option immediately prior to the Closing and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Latch common stock underlying such Latch stock option immediately prior to the Closing divided by (B) the Exchange Ratio. The “Exchange Ratio” is the quotient of (x) the aggregate merger consideration of 100,000,000 shares of Class A common stock, divided by (y) the number of shares of Latch common stock outstanding on a fully diluted net exercise basis. Sponsor Agreement In connection with the execution of the Merger Agreement, pursuant to the terms of a sponsor agreement (the “Sponsor Agreement”), dated January 24, 2021, entered into among Latch, the Company, the Sponsor and the Company’s directors and officers, the Sponsor and the Company’s directors and officers have agreed to vote any Public Shares and Founder Shares held by them in favor of each of the proposals presented at the special meeting of the Company’s stockholders. The Sponsor, the Company’s directors and officers and their permitted transferees own at least 20% of the Company’s outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the special meeting and the Sponsor Agreement may make it more likely that the Company will consummate the Merger. In addition, pursuant to the terms of the Sponsor Agreement, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a business combination, have agreed not to transfer any Public Shares and Founder Shares held by them for a certain period of time following the Merger, and have agreed to subject the Founder Shares held by Sponsor as of the Closing to certain time and performance-based vesting provisions. Latch Holders Support Agreement In connection with the execution of the Merger Agreement, the Company, Latch and certain stockholders of Latch (collectively, the “Supporting Latch Stockholders” and each, a “Supporting Latch Stockholder”) entered into a holders support agreement dated January 24, 2021 (the “Latch Holders Support Agreement”). The Latch Holders Support Agreement provides, among other things, each Supporting Latch Stockholder agreed to (i) vote at any meeting of the stockholders of Latch all of its Latch common stock and/or Latch preferred stock, as applicable (or any securities convertible into or exercisable or exchangeable for Latch common stock or Latch preferred stock), held of record or thereafter acquired in favor of the Transactions and the adoption of the Merger Agreement; (ii) appoint the chief executive officer of Latch as such stockholder’s proxy in the event such stockholder fails to fulfill its obligations under the Latch Holders Support Agreement, (iii) be bound by certain other covenants and agreements related to the Merger and (iv) be bound by certain transfer restrictions with respect to Latch securities, in each case, on the terms and subject to the conditions set forth in the Latch Holders Support Agreement. Subscription Agreements In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with the subscribers party thereto (the “Subscribers”), pursuant to which the Subscribers have agreed to purchase, and the Company has agreed to sell the Subscribers, (i) an aggregate of 19,000,000 shares of Class A common stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $190,000,000, plus (ii) a number of shares of the Company Class A common stock at a purchase price of $10.00 per share, equal to the value necessary to fund the Cash Election Consideration. The Subscriptions are expected to close immediately prior to the closing of the Merger on the closing date. The consummation of the Subscriptions is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the closing of the Merger set forth in the Merger Agreement and the substantially concurrent consummation of the Merger. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $739,467 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $95,000 and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $739,467 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 4) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 4), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A 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 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. 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 limit of $250,000. As of March 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. 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. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in money market funds. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 25,033,322 and 25,941,911 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants 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 warrants are exercisable to purchase 5,333,334 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of income (loss) per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable Below is a reconciliation of the net loss per common stock: For the Quarter Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 3,006 Less: interest available to pay taxes (3,006 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (9,085,902 ) Redeemable Net Earnings $ (3,006 ) Non-Redeemable $ (9,088,908 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 7,500,000 Loss/Basic and Diluted Non-Redeemable $ (1.21 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued non-current net-cash 825-10 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. See Note 7 for additional information on assets and liabilities measured at fair value. Income Taxes The Company follows the asset and liability method of accounting for 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. As of March 31, 2021, the Company had a deferred tax asset of $30,350 which had a full valuation allowance recorded against it. The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company does not currently have taxable income, but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from September 18, 2020 (inception) through March 31, 2021, the Company did not incur income tax expense. There were no unrecognized tax benefits as of March 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the IPO, the Company sold 30,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-third of Warrants 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 Proposed 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 has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price of the Warrants 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 of the Warrants 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 The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading In addition, the Company may call the Public Warrants for redemption: • in whole and not in part; • at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading • if the closing price of Class A common stock for any 20 trading days within a 30-trading 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 23, 2020, the Sponsor paid an aggregate price of $25,000 in exchange for issuance of 8,625,000 shares of Class B common stock (the “Founder Shares”). In October 2020, the Sponsor transferred 30,000 Founder Shares to each of Joshua Kazam, Jennifer Rubio, Ned Segal and Michelangelo Volpi, the Company’s independent director nominees, in each case for approximately the same per-share price Founder Shares (after the forfeiture of Founder Shares as a result of the over-allotment expired unexercised). The initial stockholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day the lock-up. Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000 in a private placement. Each whole 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 were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for The Private Placement Warrants will be identical to the warrants sold in the IPO except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrant (i) will not be redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Working Capital Loans 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company has agreed, commencing on November 9, 2020, to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. From the period from January 1, 2021, to March 31, 2021, the Company had incurred and accrued $30,000 of the administrative service fee presented as Due to Related Party on the accompanying balance sheet. At March 31, 2021 and December 31, 2020 $47,000 and $17,000 was outstanding, respectively. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses Sponsor Agreement Pursuant to the terms of the Sponsor Agreement, entered into among Latch, the Company, the Sponsor and the Company’s directors and officers, the Sponsor and the Company’s directors and officers have agreed to vote any Public Shares and Founder Shares held by them in favor of each of the proposals presented at the special meeting of the Company’s stockholders. The Sponsor, the Company’s directors and officers and their permitted transferees own at least 20% of the Company’s outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the special meeting and the Sponsor Agreement may make it more likely that the Company will consummate the Merger. In addition, pursuant to the terms of the Sponsor Agreement, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a business combination, have agreed not to transfer any Public Shares and Founder Shares held by them for a certain period of time following the Merger, and have agreed to subject the Founder Shares held by Sponsor as of the Closing to certain time and performance-based vesting provisions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not provide for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $10,500,000, upon the completion of the Company’s initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Preferred Stock Class A Common Stock common stock subject to possible redemption. Class B Common Stock shares of Class B common stock issued and outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one as-converted one-for-one |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 7 —Recurring Fair Value Measurements Investment Held in Trust Account As of March 31, 2021 , , respectively, which was held in a money market fund. Since all of the Company’s permitted investments consist of treasury securities fund, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability At March 31, 2021 and December 31, 2020, the Company’s warrant liability was valued at and $25,644,337, respectively. The warrants are recorded on the balance sheet at fair value. This valuation is subject to re-measurement re-measurement, Recurring Fair Value Measurements All of the Company’s permitted investments consist of a money market fund backed by treasury securities. Fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s Private Placement Warrant liability at December 31, 2020 and March 31 2021 and Public Warrant liability at December 31, 2020 is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s warrant liability for the Public Warrants at March 31, 2021 is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. For the period ended December 31, 2020 there were no reclassifications into Level 1, Level 2 or Level 3. For the period ending March 31, 2021 the Public Warrants were reclassified from a Level 3 to a Level 2 classification. No other reclassifications occurred during the period. The following tables presents fair value information as of March 31, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2021 Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 300,005,261 $ 300,005,261 $ — $ — Liabilities: Private Placement Warrants $ 12,054,270 $ — $ — 12,054,270 Public Warrants $ 20,200,000 $ — $ 20,200,000 — December 31, 2020 Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 300,002,255 $ 300,002,255 $ — $ — Liabilities: Private Placement Warrants $ 8,987,260 $ — $ — 8,987,260 Public Warrants $ 16,657,077 $ — $ — 16,657,077 Measurement—Warrants On March 31, 2021 and December 31, 2020 the fair value of the Company’s Warrants was determined. The Private Placement Warrants were not separately traded on an open market for March 31, 2021 or for December 31, 2020. The Public Warrants were not separately traded on an open market at December 31, 2020. As such, the Company used a Monte Carlo simulation model for those periods. For those periods, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for t Input March 31, December 31, Risk-free interest rate 0.97 % 0.44 % Expected term (years) 5.22 5.56 Expected volatility 24.4 % 24.2 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.86 $ 10.12 The Company’s warrant liability at March 31, 2021 for the Public Warrants is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 : Warrant Fair value at December 31, 2020 $ 25,644,337 Public Warrants reclassified to level 2 (1) (12,054,270 ) Change in fair value 6,609,933 Fair Value at March 31, 202 1 $ 20,200,000 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through May 18, 2021, which is the date on which these financial statements were issued. Based upon this review, other than the event disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On May 12, 2021, the Company’s registration statement on Form S-4, No. 333-254103) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A |
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 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. |
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 limit of $250,000. As of March 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in money market funds. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021 and December 31, 2020, 25,033,322 and 25,941,911 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Common Stock | Net Loss Per Common Stock Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants 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 warrants are exercisable to purchase 5,333,334 shares of Class A common stock in the aggregate. The Company’s statements of operations include a presentation of income (loss) per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable Below is a reconciliation of the net loss per common stock: For the Quarter Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 3,006 Less: interest available to pay taxes (3,006 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (9,085,902 ) Redeemable Net Earnings $ (3,006 ) Non-Redeemable $ (9,088,908 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 7,500,000 Loss/Basic and Diluted Non-Redeemable $ (1.21 ) |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued non-current net-cash 825-10 |
Fair Value Measurements | 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. See Note 7 for additional information on assets and liabilities measured at fair value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for 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. As of March 31, 2021, the Company had a deferred tax asset of $30,350 which had a full valuation allowance recorded against it. The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company does not currently have taxable income, but will generate taxable income in the future primarily consisting of interest income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from September 18, 2020 (inception) through March 31, 2021, the Company did not incur income tax expense. There were no unrecognized tax benefits as of March 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Summary of Basic And Diluted Loss Per Ordinary Share | Below is a reconciliation of the net loss per common stock: For the Quarter Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 3,006 Less: interest available to pay taxes (3,006 ) Net Earnings $ 0 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 30,000,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ (9,085,902 ) Redeemable Net Earnings $ (3,006 ) Non-Redeemable $ (9,088,908 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 7,500,000 Loss/Basic and Diluted Non-Redeemable $ (1.21 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Of The Warrant Assets And Liability | The following tables presents fair value information as of March 31, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2021 Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 300,005,261 $ 300,005,261 $ — $ — Liabilities: Private Placement Warrants $ 12,054,270 $ — $ — 12,054,270 Public Warrants $ 20,200,000 $ — $ 20,200,000 — December 31, 2020 Carrying (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 300,002,255 $ 300,002,255 $ — $ — Liabilities: Private Placement Warrants $ 8,987,260 $ — $ — 8,987,260 Public Warrants $ 16,657,077 $ — $ — 16,657,077 |
Summary of Private Placement Warrants and Public Warrants | The key inputs into the Monte Carlo simulation model for t Input March 31, December 31, Risk-free interest rate 0.97 % 0.44 % Expected term (years) 5.22 5.56 Expected volatility 24.4 % 24.2 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.86 $ 10.12 |
Summary of Change In The Fair Value of The Warrants Assets And Liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 : Warrant Fair value at December 31, 2020 $ 25,644,337 Public Warrants reclassified to level 2 (1) (12,054,270 ) Change in fair value 6,609,933 Fair Value at March 31, 202 1 $ 20,200,000 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) | Jan. 24, 2021USD ($)$ / sharesshares | Nov. 13, 2020USD ($)$ / sharesshares | Sep. 23, 2020USD ($) | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,560,000,000 | ||||
Term of restricted investments | 185 days | ||||
Minimum net worth to effect business combination | $ 5,000,001 | ||||
Expenses payable on dissolution | 100,000 | ||||
Cash in operating bank account | 739,467 | $ 1,171,569 | |||
Latch [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Business combination consideration issued or issuable in shares | shares | 1,000,000,000 | ||||
Business combination share price | $ / shares | $ 10 | ||||
Cash Elected Company Option [Member] | Latch [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Price factor for determining the cash payable to option holders of acquiree company | 10 | ||||
Sponsor [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Stock shares issued during the period value for services rendered | $ 25,000 | 25,000 | |||
Proceeds from related party debt | $ 95,000 | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | ||||
Temporary equity redemption price per share | $ / shares | $ 10 | ||||
Per share amount in the trust account for distribution to the public shareholders | $ / shares | 10 | ||||
Minimum [Member] | Subscription Agreement [Member] | To Fund Cash Election Consideration [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||
Common stock shares subscribed but not issued | shares | 19,000,000 | ||||
Common stock value subscribed but not issued | $ 190,000,000 | ||||
Minimum [Member] | Directors Officers and Their Permitted Transferees [Member] | Voting Shares [Member] | Sponsor Agreement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Percentage of the common stock outstanding | 20.00% | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Stock issued during period shares new issues | shares | 30,000,000 | ||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | |||
Proceeds from issue of warrants | $ 300,000,000 | $ 30,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Maximum percentage of shares redeemed without prior consent from company | 15.00% | ||||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | ||||
Number of days after the due date of business combination before which the pubic shares shall be redeemed | 24 months | ||||
Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Stock issued during period shares new issues | shares | 5,333,334 | ||||
Class of warrants or right price per warrant | $ / shares | $ 1.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic And Diluted Loss Per Ordinary Share (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest income | $ 3,006 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income (Loss) | (9,085,902) |
Common Stock Subject to Mandatory Redemption [Member] | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest income | 3,006 |
Less: interest available to pay taxes | (3,006) |
Net Earnings | $ 0 |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted | shares | 30,000,000 |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares | $ 0 |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | |
Non-Redeemable Class B Common Stock, Basic and Diluted | shares | 30,000,000 |
Loss/Basic and Diluted Non-Redeemable Common Stock | $ / shares | $ 0 |
Common Stock Subject To Non Redemption [Member] | |
Denominator: Weighted Average Redeemable Class A Common Stock | |
Redeemable Class A Common Stock, Basic and Diluted | shares | 7,500,000 |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares | $ (1.21) |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income (Loss) | $ (9,085,902) |
Redeemable Net Earnings | (3,006) |
Non -Redeemable Net Loss | $ (9,088,908) |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | |
Non-Redeemable Class B Common Stock, Basic and Diluted | shares | 7,500,000 |
Loss/Basic and Diluted Non-Redeemable Common Stock | $ / shares | $ (1.21) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 | |
Unrecognized tax benefits accrued interest and penalties | 0 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Deferred tax assets | $ 30,350 | 30,350 | |
Income tax expense benefit | $ 0 | ||
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 5,333,334 | ||
Common Class A [Member] | |||
Temporary equity, shares subject to possible redemption | 25,033,322 | 25,033,322 | 25,941,911 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 13, 2020 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||
Minimum lock in period required for warrant exercise from the date of business combination | 150 days | |
Percentage of proceeds from share issuances | 50.00% | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Proceeds from issue of warrants | $ 300,000,000 | $ 30,000,000 |
Sale of stock issue price per share | $ 10 | $ 10 |
Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants or rights, transfers, restriction on number of days from the date of business combination | 30 days | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, share price | $ 9.20 | |
Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Minimum lock in period required for warrant exercise from the date of business combination | 15 days | |
Minimum lock in period required for warrant exercise from the date of IPO | 12 months | |
Public Warrant [Member] | Share Trigger Price One [Member] | ||
Class of Stock [Line Items] | ||
Warrants redemption price per share | $ 0.10 | |
Warrants redeemable threshold consecutive trading days | 20 days | |
Warrants redeemable threshold trading days | 30 days | |
Public Warrant [Member] | Share Trigger Price Two [Member] | ||
Class of Stock [Line Items] | ||
Warrants redemption price per share | $ 0.01 | |
Minimum notice period for warrants redemption | 30 days | |
Warrants redeemable threshold consecutive trading days | 20 days | |
Warrants redeemable threshold trading days | 30 days | |
Public Warrant [Member] | Common Class A [Member] | Share Trigger Price One [Member] | ||
Class of Stock [Line Items] | ||
Minimum share price required for redemption of warrants | $ 10 | |
Public Warrant [Member] | Common Class A [Member] | Share Trigger Price Two [Member] | ||
Class of Stock [Line Items] | ||
Minimum share price required for redemption of warrants | 18 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Warrants redemption price per share | $ 11.50 | |
Minimum [Member] | Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115.00% | |
Maximum [Member] | Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | |
Maximum [Member] | Public Warrant [Member] | Share Trigger Price Two [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants exercise price adjustment percentage | 180.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 13, 2020 | Nov. 09, 2020 | Sep. 23, 2020 | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Shares issued, price per share | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Minimum lock in period required for warrant exercise from the date of business combination | 150 days | ||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||
Due to related parties | $ 47,000 | $ 17,000 | |||||
Percentage outstanding common stock to be owned to vote | 20.00% | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares, issued | 30,000 | ||||||
Administrative Service Fee [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 47,000 | $ 30,000 | $ 17,000 | ||||
Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible price per warrants | $ 1,500,000 | ||||||
Convertible price per warrants | $ 1.50 | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants redemption price per share | $ 11.50 | ||||||
Private Placement Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period shares new issues | 5,333,334 | ||||||
Proceeds from issuance of private placement warrants | $ 8,000,000 | ||||||
Class of warrants or right price per warrant | $ 1.50 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock shares issued during the period value for services rendered | $ 25,000 | $ 25,000 | |||||
Stock issued during period, shares, issued for services | 7,380,000 | ||||||
Stock forfeited during period shares by initial stockholders | 1,125,000 | ||||||
Sponsor [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 8,625,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Nov. 13, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount percentage of gross proceeds on IPO upon completion of business combination | 350 |
Deferred underwriting commissions charged to additional paid in capital | $ 10,500,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Percentage of common stock outstanding on common stock conversion from one class to another | 2,000 | |
Common stock description of voting rights | one-for-one | |
Common Stock Subject to Mandatory Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares, issued | 4,966,678 | 4,058,089 |
Common stock, shares, outstanding | 4,966,678 | 4,058,089 |
Temporary equity, shares subject to possible redemption | 25,033,322 | 25,941,911 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 4,966,678 | 4,058,089 |
Common stock, shares, outstanding | 4,966,678 | 4,058,089 |
Temporary equity, shares subject to possible redemption | 25,033,322 | 25,941,911 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares, issued | 7,500,000 | 7,500,000 |
Common stock, shares, outstanding | 7,500,000 | 7,500,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Fair Value of the Warrant Assets and Liability (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants And Rights Outstanding Fair Value Disclosure | $ 32,254,270 | $ 25,644,337 |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments Held In Trust Fair Value Disclosure | 300,005,261 | 300,002,255 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments Held In Trust Fair Value Disclosure | 300,005,261 | 300,002,255 |
Private Placement Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants And Rights Outstanding Fair Value Disclosure | 12,054,270 | 8,987,260 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants And Rights Outstanding Fair Value Disclosure | 12,054,270 | 8,987,260 |
Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants And Rights Outstanding Fair Value Disclosure | 20,200,000 | 16,657,077 |
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrants And Rights Outstanding Fair Value Disclosure | $ 20,200,000 | $ 16,657,077 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Private Placement Warrants and Public Warrants (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 0.97% | 0.44% |
Expected term (years) | 5 years 2 months 19 days | 5 years 6 months 21 days |
Expected volatility | 24.40% | 24.20% |
Exercise price | $ 11.50 | $ 11.50 |
Fair value of Units | $ 10.86 | $ 10.12 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of Change In The Fair Value of The Warrants Assets And Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Warrants and Rights Note Disclosure [Abstract] | |
Fair value at December 31, 2020 | $ 25,644,337 |
Public Warrants reclassified to level 2 | (12,054,270) |
Change in fair value of warrant liabilities | 6,609,933 |
Fair Value at March 31, 2021 | $ 32,254,270 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding fair value disclosure | $ 32,254,270 | $ 25,644,337 |
U.S. Treasury Securities Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in trust fair value disclosure | $ 300,005,261 | $ 300,002,255 |