Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | CF ACQUISITION CORP. V | |
Trading Symbol | CFV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001828049 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39953 | |
Entity Tax Identification Number | 85-1030340 | |
Entity Address, Address Line One | 110 East 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 938-5000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 25,600,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 449,773 | $ 25,000 |
Prepaid expenses | 383,813 | |
Total current assets | 833,586 | 25,000 |
Deferred offering costs associated with proposed initial public offering | 131,695 | |
Other assets | 384,996 | |
Cash equivalents held in Trust Account | 250,008,083 | |
Total Assets | 251,226,665 | 156,695 |
Current Liabilities: | ||
Accrued expenses | 46,630 | 94,560 |
Payables to related party | 424,773 | 37,640 |
Sponsor loan - promissory notes | 1,040,144 | |
Franchise tax payable | 90,909 | |
Total Current Liabilities | 1,602,456 | 132,200 |
Warrant liability | 9,386,666 | |
Forward purchase securities liability | 2,218,092 | |
Total Liabilities | 13,207,214 | 132,200 |
Commitments and Contingencies (Note 5) | ||
Class A common stock, subject to possible redemption, 23,301,945 shares at redemption value of $10.00 per share as of June 30, 2021 | 233,019,450 | |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of both June 30, 2021 and December 31, 2020 | ||
Common stock, Class A, $0.0001 par value; 240,000,000 shares authorized; 2,298,055 issued and outstanding (excluding 23,301,945 shares subject to possible redemption) as of June 30, 2021 and no shares issued and outstanding as of December 31, 2020 | 230 | |
Common stock, Class B, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 and 7,187,500 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 625 | 719 |
Additional paid-in capital | 7,113,662 | 24,281 |
Accumulated deficit | (2,114,516) | (505) |
Total Stockholders’ Equity | 5,000,001 | 24,495 |
Total Liabilities and Stockholders’ Equity | $ 251,226,665 | $ 156,695 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common shares subject to possible redemption | 23,301,945 | 23,301,945 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 2,298,055 | |
Common stock, shares outstanding | 2,298,055 | |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,250,000 | 7,187,500 |
Common stock, shares outstanding | 6,250,000 | 7,187,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | ||
General and administrative costs | $ 558,794 | $ 723,831 | |||
Administrative expenses – related party | 30,000 | 49,643 | |||
Franchise tax expense | 54,596 | 93,088 | |||
Loss from operations | (643,390) | (866,562) | |||
Interest income on investments held in Trust Account | 6,302 | 8,083 | |||
Changes in fair value of warrant liability | (3,498,666) | 962,560 | |||
Changes in fair value of forward purchase securities liability | (166,057) | (2,218,092) | |||
Net loss | $ (4,301,811) | $ (2,114,011) | |||
Class A - Public shares | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of common shares outstanding (in Shares) | 25,000,000 | 25,000,000 | |||
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 | |||
Class A - Private placement | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of common shares outstanding (in Shares) | 600,000 | 600,000 | |||
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income per share (in Dollars per share) | $ (0.63) | $ (0.31) | |||
Class B - Common stock | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of common shares outstanding (in Shares) | [1] | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 |
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income per share (in Dollars per share) | $ (0.63) | $ 0 | $ 0 | $ (0.31) | |
[1] | Excludes an aggregate of up to 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter. This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 founder shares (see Note 6). |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Class A common stock | Class B common stock | Additional paid-in capital | Accumulated deficit | Total | ||
Balance at Jan. 23, 2020 | |||||||
Balance (in Shares) at Jan. 23, 2020 | |||||||
Issuance of Class B common stock to Sponsor | $ 719 | 24,281 | 25,000 | ||||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 7,187,500 | |||||
Net income (loss) | |||||||
Balance at Mar. 31, 2020 | $ 719 | 24,281 | 25,000 | ||||
Balance (in Shares) at Mar. 31, 2020 | 7,187,500 | ||||||
Net income (loss) | |||||||
Balance at Jun. 30, 2020 | $ 719 | 24,281 | 25,000 | ||||
Balance (in Shares) at Jun. 30, 2020 | 7,187,500 | [1] | |||||
Balance at Dec. 31, 2020 | $ 719 | 24,281 | (505) | 24,495 | |||
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | [1] | |||||
Sale of Class A common stock to public | $ 2,500 | 239,890,834 | 239,893,334 | ||||
Sale of Class A common stock to public (in Shares) | 25,000,000 | ||||||
Underwriters’ discount and offering expenses | (5,541,807) | (5,541,807) | |||||
Sale of Private Placement Class A common stock | $ 60 | 5,757,380 | 5,757,440 | ||||
Sale of Private Placement Class A common stock (in Shares) | 600,000 | ||||||
Forfeiture of common stock to sponsor at $0.0001 par value | $ (94) | 94 | |||||
Forfeiture of common stock to sponsor at $0.0001 par value (in Shares) | (937,500) | ||||||
Shares subject to possible redemption | $ (2,373) | (237,318,887) | (237,321,260) | ||||
Shares subject to possible redemption (in Shares) | (23,732,126) | ||||||
Net income (loss) | 2,187,800 | 2,187,800 | |||||
Balance at Mar. 31, 2021 | $ 187 | $ 625 | 2,811,895 | 2,187,295 | 5,000,002 | ||
Balance (in Shares) at Mar. 31, 2021 | 1,867,874 | 6,250,000 | |||||
Balance at Dec. 31, 2020 | $ 719 | 24,281 | (505) | 24,495 | |||
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | [1] | |||||
Balance at Jun. 30, 2021 | $ 230 | $ 625 | 7,113,662 | (2,114,516) | 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 2,298,055 | 6,250,000 | |||||
Balance at Mar. 31, 2021 | $ 187 | $ 625 | 2,811,895 | 2,187,295 | 5,000,002 | ||
Balance (in Shares) at Mar. 31, 2021 | 1,867,874 | 6,250,000 | |||||
Class A common stock subject to possible redemption | $ 43 | 4,301,767 | 4,301,810 | ||||
Class A common stock subject to possible redemption (in Shares) | 430,181 | ||||||
Net income (loss) | (4,301,811) | (4,301,811) | |||||
Balance at Jun. 30, 2021 | $ 230 | $ 625 | $ 7,113,662 | $ (2,114,516) | $ 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 2,298,055 | 6,250,000 | |||||
[1] | This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.25-for-1 stock split and the cancellation of 7,187,500 shares of Class B common stock. On February 2, 2021, 937,500 shares of Class B common stock were forfeited by the Sponsor (see Note 4). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) | Mar. 31, 2021$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Common stock, par value | $ 0.0001 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (2,114,011) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party | 304,755 | |
Interest income on investments held in Trust Account | (8,083) | |
Changes in fair value of warrant liability | (962,560) | |
Changes in fair value of forward purchase securities liability | 2,218,092 | |
Changes in operating assets and liabilities: | ||
Accrued expenses | (47,930) | |
Franchise tax payable | 90,909 | |
Deferred offering costs associated with proposed initial public offering | 131,695 | |
Payables to related party | 387,133 | |
Net cash used in operating activities | ||
Cash flows from investing activities | ||
Cash deposited to Trust Account | (250,000,000) | |
Net cash used in investing activities | (250,000,000) | |
Cash flows from financing activities | ||
Proceeds from related party – Sponsor loan | 1,040,144 | |
Proceeds received from initial public offering | 250,000,000 | |
Proceeds received from private placement | 6,000,000 | |
Offering costs paid | (5,393,362) | |
Payment of related party payable | (1,222,009) | |
Net cash provided by financing activities | 250,424,773 | |
Net change in cash | 424,773 | |
Cash - beginning of the period | 25,000 | 25,000 |
Cash - end of the period | 25,000 | 449,773 |
Supplemental disclosure of noncash financing activities: | ||
Offering costs paid with note payable to Sponsor | 91,750 | |
Changes in fair value of warrant liability | 962,560 | |
Changes in fair value of forward purchase securities liability | (2,218,092) | |
Prepaid expenses paid with payables to related party | 383,813 | |
Changes in Class A common stock subject to possible redemption | $ 233,019,450 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 CF Acquisition Corp. V (the “Company”) was incorporated in Delaware on January 23, 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”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, relates to the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of warrant liability and FPS (as defined below) liability as other income (expense). The Company’s sponsor is CFAC Holdings V, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on January 28, 2021. On February 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, as described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 600,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $6,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $5,500,000, consisting of $5,100,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of Private Placement Units on February 2, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination — The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. 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 (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated 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 Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination — The initial stockholders have agreed to waive their liquidation rights 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. 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 less than $10.00 per share initially held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of June 30, 2021 and December 31, 2020, the Company had $449,773 and $25,000, respectively, of cash in its operating account, and working capital deficit of $768,870 and $107,200, respectively. During the three months and six months ended June 30, 2021, $6,302 and $8,083 of the interest income earned on funds held in the Trust Account, respectively, was available to pay taxes. The Company’s liquidity needs through June 30, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $148,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of June 30, 2021 and December 31, 2020, there was approximately $1,040,100 and $0, respectively, outstanding under the Sponsor Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, 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 these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, 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. Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Form 8-K and Form 10-Q that were filed by the Company with the SEC on February 2, 2021 and May 17, 2021, respectively. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 unaudited condensed 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of June 30, 2021 and December 31, 2020. The balance of the Company’s investments held in the Trust Account as of June 30, 2021 and December 31, 2020 was comprised of cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and six months ended June 30, 2021 and for the period from January 23 (inception) through June 30, 2020, 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 As of June 30, 2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party, the Sponsor Loan and franchise tax payable approximated their fair values due to the short-term nature of the instruments. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity 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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 23,301,945 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes Income taxes are accounted for under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,533,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of income per share of common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 600,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock and 600,000 shares of Class A common stock held by the Sponsor and outstanding for the period. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 6,302 $ - Less franchise tax available to be withdrawn from the Trust Account $ (6,302 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (643,390 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 6,302 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ (3,498,666 ) $ - Change in fair value of FPS liability $ (166,057 ) - Non-redeemable net loss $ (4,301,811 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.63 ) $ 0.00 For the Six Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 8,083 $ - Less franchise tax available to be withdrawn from the Trust Account $ (8,083 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (866,562 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 8,083 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ 962,560 $ Change in fair value of FPS liability (2,218,092 ) Non-redeemable net loss $ (2,114,011 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.31 ) $ 0.00 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 pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Sponsor forfeited 937,500 shares of Class B common stock due to the underwriter not exercising the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On January 23, 2020, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On October 1, 2020, the Company effectuated a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which the Company cancelled. All share and per share amounts have been retroactively restated. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, due to the underwriter not exercising the overallotment option, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 600,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($6,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter The lead underwriter is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount of $8,750,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $148,445. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination. As of June 30, 2021 and December 31, 2020, the Company had borrowed approximately $1,040,100 and $0, respectively, under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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 Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying balance sheet. As of June 30, 2021 and December 31, 2020, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $425,000 and $37,600, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On February 2, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. advised the Company that it would not exercise the over-allotment option. The lead underwriter was paid a cash underwriting discount of $5,000,000. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see above under Underwriting Agreement within this Note 5). Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an 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 the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of Class B common stock will have the right to vote on the election of directors. Holders of Class A common stock will not be entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On October 1, 2020, the Sponsor effectuated a recapitalization of the Company, which included a 1.25-for-1 stock split. In December 2020 and January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 7,187,500 Founder Shares, which were cancelled. Information contained in the unaudited condensed financial statements has been retroactively adjusted for this split and cancellation. On February 2, 2021, the Sponsor forfeited 937,500 shares of Class B common stock, resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company. Preferred Stock |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrant [Abstract] | |
Warrants | Note 7—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. 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 common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. 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 commercially reasonable 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 commercially reasonable 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 foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements on a Re
Fair Value Measurements on a Recurring Basis | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements on a Recurring Basis | Note 8—Fair Value Measurements on a Recurring Basis Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques 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 three levels of the fair value hierarchy are: ● Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements – 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 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the inputs that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Total Assets: Assets held in Trust Account - U.S. Treasury Securities $ 250,008,083 $ - $ - $ 250,008,083 Liabilities: Warrant liability $ - $ 9,386,666 $ - $ 9,386,666 FPS liability - - 2,218,092 2,218,092 Total Liabilities $ - $ 9,386,666 $ 2,218,092 $ 11,604,758 Level 1 assets as of June 30, 2021 include investments in a money market fund that holds U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on February 2, 2021, the date of the closing of the Initial Public Offering, and subsequent fair value as of March 31, 2021. The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company utilized the OPM to value the Warrants as of February 2, 2021, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability as of February 2, 2021 was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate was 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 was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the Warrants as of February 2, 2021: February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % Subsequent Measurement As of June 30, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the six months ended June 30, 2021. As of June 30, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were $0.2 million and $9.2 million, respectively. The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1) (104,560 ) (4,356,666 ) (4,461,226 ) Fair Value as of March 31, 2021 138,000 5,750,000 5,888,000 Change in valuation inputs or other assumptions (1) 82,000 3,416,666 3,498,666 Fair value as of June 30, 2021 (2) $ 220,000 $ 9,166,666 $ 9,386,666 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $5.9 million during the six months ended June 30, 2021. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of June 30, 2021, the probability assigned to the consummation of the Business Combination was 88% which was determined based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the FPS liability: FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair Value as of March 31, 2021 2,052,035 Change in valuation inputs or other assumptions (1) 166,057 Fair value as of June 30, 2021 $ 2,218,092 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of FPS liability in the statement of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the financial statements date through the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements other than as described below. On July 5, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement PubCo Merger Sub 1 Merger Sub 2 Satellogic Initial Merger SPAC Merger Mergers The board of directors of each of Satellogic and the Company have unanimously approved the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the “ Transactions Certain existing agreements of the Company, included but not limited to the FPA, have been or will be amended or amended and restated in connection with the Transactions. For more information related to the Transactions, reference should be made to the Form 8-K that was filed by the Company with the SEC on July 6, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and, therefore, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of June 30, 2021 and December 31, 2020. The balance of the Company’s investments held in the Trust Account as of June 30, 2021 and December 31, 2020 was comprised of cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and six months ended June 30, 2021 and for the period from January 23 (inception) through June 30, 2020, 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 As of June 30, 2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party, the Sponsor Loan and franchise tax payable approximated their fair values due to the short-term nature of the instruments. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Warrant and FPS Liability | Warrant and FPS Liability The Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity |
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 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 23,301,945 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes Income taxes are accounted for under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 8,533,333 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of income per share of common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for shares of Class A common stock is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 600,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock and 600,000 shares of Class A common stock held by the Sponsor and outstanding for the period. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 6,302 $ - Less franchise tax available to be withdrawn from the Trust Account $ (6,302 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (643,390 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 6,302 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ (3,498,666 ) $ - Change in fair value of FPS liability $ (166,057 ) - Non-redeemable net loss $ (4,301,811 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.63 ) $ 0.00 For the Six Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 8,083 $ - Less franchise tax available to be withdrawn from the Trust Account $ (8,083 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (866,562 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 8,083 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ 962,560 $ Change in fair value of FPS liability (2,218,092 ) Non-redeemable net loss $ (2,114,011 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.31 ) $ 0.00 |
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 pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | For the Three Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 6,302 $ - Less franchise tax available to be withdrawn from the Trust Account $ (6,302 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (643,390 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 6,302 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ (3,498,666 ) $ - Change in fair value of FPS liability $ (166,057 ) - Non-redeemable net loss $ (4,301,811 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.63 ) $ 0.00 For the Six Months Ended 2021 2020 Redeemable shares of Class A common stock Numerator: earnings allocable to redeemable shares of Class A common stock Interest income on investments held in Trust Account $ 8,083 $ - Less franchise tax available to be withdrawn from the Trust Account $ (8,083 ) $ - Net earnings $ - $ - Denominator: weighted average number of redeemable shares of Class A common stock 25,000,000 - Basic and diluted net loss per redeemable share of Class A common stock $ 0.00 $ 0.00 Non-redeemable shares of Class A private placement common stock and Class B common stock Numerator: net loss minus redeemable net earnings Loss from operations $ (866,562 ) $ - Less franchise tax available to be withdrawn from the Trust Account $ 8,083 $ - Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock $ 962,560 $ Change in fair value of FPS liability (2,218,092 ) Non-redeemable net loss $ (2,114,011 ) $ - Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted 6,850,000 6,250,000 Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock $ (0.31 ) $ 0.00 |
Fair Value Measurements on a _2
Fair Value Measurements on a Recurring Basis (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Description Quoted Prices Significant Other Significant Total Assets: Assets held in Trust Account - U.S. Treasury Securities $ 250,008,083 $ - $ - $ 250,008,083 Liabilities: Warrant liability $ - $ 9,386,666 $ - $ 9,386,666 FPS liability - - 2,218,092 2,218,092 Total Liabilities $ - $ 9,386,666 $ 2,218,092 $ 11,604,758 |
Fair Value, Concentration of Risk [Table Text Block] | February 2, Risk-free interest rate 0.61 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % |
Schedule of Changes in Fair Value of Plan Assets [Table Text Block] | Private Placement Public Warrant Liability Fair value as of February 2, 2021 $ 242,560 $ 10,106,666 $ 10,349,226 Change in valuation inputs or other assumptions (1) (104,560 ) (4,356,666 ) (4,461,226 ) Fair Value as of March 31, 2021 138,000 5,750,000 5,888,000 Change in valuation inputs or other assumptions (1) 82,000 3,416,666 3,498,666 Fair value as of June 30, 2021 (2) $ 220,000 $ 9,166,666 $ 9,386,666 |
Schedule of changes in the fair value of warrant liabilities | FPS Liability Fair value as of February 2, 2021 $ 2,667,992 Change in valuation inputs or other assumptions (1) (615,957 ) Fair Value as of March 31, 2021 2,052,035 Change in valuation inputs or other assumptions (1) 166,057 Fair value as of June 30, 2021 $ 2,218,092 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Feb. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||
Sale of stock price (in Dollars per share) | $ 10 | |||
Common stock price (in Dollars per share) | $ 10 | $ 10 | ||
Offering cost | $ 5,500,000 | |||
Underwriting fees | 5,100,000 | |||
Other cost | $ 400,000 | |||
Net Proceeds | $ 250,000,000 | |||
Aggregate fair market value | 80.00% | |||
Percentage of voting interests acquired | 50.00% | |||
Share price (in Dollars per share) | $ 10 | $ 10 | ||
Net tangible assets | $ 5,000,001 | |||
Percentage of restricted redeeming shares | 15.00% | 15.00% | ||
Business Combination to redeemed, percentage | 100.00% | |||
Additional common stock, shares (in Shares) | 250,000 | |||
Failure to consummate a business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. | |||
Issued per share (in Dollars per share) | $ 10 | |||
Cash | $ 449,773 | $ 449,773 | $ 25,000 | |
Working capital deficit | 768,870 | 768,870 | 107,200 | |
Interest income | 6,302 | 8,083 | ||
Contribution value | 25,000 | |||
Pre-IPO note amount | 148,000 | |||
Expenses relating to investigating and selecting | 1,750,000 | 1,750,000 | ||
Outstanding under sponsor loan | $ 1,040,100 | $ 1,040,100 | $ 0 | |
Forward Purchase Contract [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||
Sale of stock price (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 10,000,000 | |||
Issuance of shares (in Shares) | 1,000,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 25,000,000 | |||
Sale of stock price (in Dollars per share) | 10 | $ 10 | ||
Common stock price (in Dollars per share) | $ 11.50 | |||
Private Placement [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 600,000 | |||
Sale of stock price (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 6,000,000 | |||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 25,000,000 | |||
Sale of stock price (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 250,000,000 | |||
Description of transaction | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal depository insurance coverage | $ 250,000 | ||
Class A Common Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Stock subject to possible redemption | $ 23,301,945 | $ 0 | |
Aggregate of common stock, shares | 600,000 | ||
Weighted average number of shares | 600,000 | ||
Class A Common Stock [Member] | Private Placement [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Aggregate of common stock, shares | 8,533,333 | ||
Redeemable Class A Common Stock [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Weighted average number of shares | 600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: earnings allocable to redeemable shares of Class A common stock | ||||
Interest income on investments held in Trust Account | $ 6,302 | $ 8,083 | ||
Less franchise tax available to be withdrawn from the Trust Account | (6,302) | (8,083) | ||
Net earnings | ||||
Denominator: weighted average number of redeemable shares of Class A common stock (in Shares) | 25,000,000 | 25,000,000 | ||
Basic and diluted net loss per redeemable share of Class A common stock (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Numerator: net loss minus redeemable net earnings | ||||
Loss from operations | $ (643,390) | $ (866,562) | ||
Less franchise tax available to be withdrawn from the Trust Account | 6,302 | 8,083 | ||
Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock | (3,498,666) | 962,560 | ||
Change in fair value of FPS liability | (166,057) | (2,218,092) | ||
Non-redeemable net loss | $ (4,301,811) | $ (2,114,011) | ||
Denominator: weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock | ||||
Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted (in Shares) | 6,850,000 | 6,250,000 | 6,850,000 | 6,250,000 |
Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock (in Dollars per share) | $ (0.63) | $ 0 | $ (0.31) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 25,000,000 |
Sale of stock price per share | $ / shares | $ 10 |
Warrants, description | Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 02, 2021 | Oct. 01, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jan. 23, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Stock split, description | 25-for-1 stock split. | |||||||
Sponsor purchased an aggregate (in Shares) | 600,000 | |||||||
Warrants price per share (in Dollars per share) | $ 10 | |||||||
Business combination | $ 8,750,000 | |||||||
Working capital requirements | 10,000 | |||||||
Borrowed cash | 1,040,100 | $ 0 | ||||||
Accounts payable outstanding | $ 37,600 | 425,000 | $ 37,600 | |||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Pre-IPO note | 300,000 | |||||||
Pre-IPO note outstanding | 148,445 | |||||||
Sponsor loan amount | $ 1,750,000 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor purchased an aggregate (in Shares) | 6,000,000 | |||||||
Warrants exercise price (in Dollars per share) | $ 11.50 | |||||||
Initial Pubic Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Business combination gross proceeds, percentage | 3.50% | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares, Issued (in Shares) | 11,500,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Aggregate price of stock | $ 25,000 | |||||||
Shares cancelled (in Shares) | 7,187,500 | 7,187,500 | ||||||
Initial stockholders, description | The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Forfeited shares (in Shares) | 937,500 | |||||||
Initial shareholders holding, percentage | 20.00% | |||||||
Shares outstanding | $ 6,250,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Commitments and Contingencies (Details) [Line Items] | |
Cash underwriting discount | $ 5,000,000 |
Underwriter fees | $ 100,000 |
Underwriting Agreement [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Additional units (in Shares) | shares | 3,750,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Feb. 02, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | Jun. 30, 2021 | Mar. 31, 2021 |
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Sponsor forfeited shares | 937,500 | ||||
Percentage of issued out outstanding | 20.00% | ||||
Public warrants, description | The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). | ||||
Stock split, description | 25-for-1 stock split. | ||||
Founder shares cancelled | 7,187,500 | ||||
Aggregate founder shares | 6,250,000 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Sponsor [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Stock split, description | the Sponsor effectuated a recapitalization of the Company, which included a 1.25-for-1 stock split. | ||||
Class A Common Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 240,000,000 | 240,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 2,298,055 | ||||
Common stock, shares outstanding | 2,298,055 | ||||
Common shares subject to possible redemption | 23,301,945 | ||||
Shares issued | 600,000 | ||||
Class B common stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 7,187,500 | 6,250,000 | |||
Common stock, shares outstanding | 7,187,500 | 6,250,000 | |||
Shares forfeited | 937,500 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Warrant [Abstract] | |
Expiry of public warrants | 5 years |
Notice of redemption | The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. |
Exercise price per warrant | $ 0.01 |
Fair Value Measurements on a _3
Fair Value Measurements on a Recurring Basis (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Initial measurement, description | The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption. |
Aggregate value of private placement warrants | $ 0.2 |
Aggregate value of private public warrants | 9.2 |
Initial measurement | 5.9 |
Aggregate net assets | 10 |
Commitments, Fair Value Disclosure | $ 10 |
Business combination | 88.00% |
Fair Value Measurements on a _4
Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets measured at fair value on recurring basis | Jun. 30, 2021USD ($) |
Assets: | |
Assets held in Trust Account - U.S. Treasury Securities | $ 250,008,083 |
Liabilities: | |
Warrant liability | 9,386,666 |
FPS liability | 2,218,092 |
Total Liabilities | 11,604,758 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Assets held in Trust Account - U.S. Treasury Securities | 250,008,083 |
Liabilities: | |
Warrant liability | |
FPS liability | |
Total Liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Assets held in Trust Account - U.S. Treasury Securities | |
Liabilities: | |
Warrant liability | 9,386,666 |
FPS liability | |
Total Liabilities | 9,386,666 |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Assets held in Trust Account - U.S. Treasury Securities | |
Liabilities: | |
Warrant liability | |
FPS liability | 2,218,092 |
Total Liabilities | $ 2,218,092 |
Fair Value Measurements on a _5
Fair Value Measurements on a Recurring Basis (Details) - Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates [Abstract] | |
Risk-free interest rate | 0.61% |
Expected term (years) | 5 years |
Expected volatility | 17.50% |
Exercise price (in Dollars per share) | $ 11.50 |
Stock price (in Dollars per share) | $ 10 |
Dividend yield | 0.00% |
Fair Value Measurements on a _6
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | |||
Private Placement [Member] | ||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | $ 242,560 | $ 138,000 | ||
Change in valuation inputs or other assumptions | [1] | (104,560) | 82,000 | |
Fair value | 138,000 | 220,000 | [2] | |
Public [Member] | ||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | 10,106,666 | 5,750,000 | ||
Change in valuation inputs or other assumptions | [1] | (4,356,666) | 3,416,666 | |
Fair value | 5,750,000 | 9,166,666 | [2] | |
Warrant Liability [Member] | ||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value | 10,349,226 | 5,888,000 | ||
Change in valuation inputs or other assumptions | [1] | (4,461,226) | 3,498,666 | |
Fair value | $ 5,888,000 | $ 9,386,666 | [2] | |
[1] | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. | |||
[2] | Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $5.9 million during the six months ended June 30, 2021. |
Fair Value Measurements on a _7
Fair Value Measurements on a Recurring Basis (Details) - Schedule of summary of the changes in the fair value of the FPS liability - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | ||
Schedule of summary of the changes in the fair value of the FPS liability [Abstract] | |||
Fair value | $ 2,667,992 | $ 2,052,035 | |
Change in valuation inputs or other assumptions | [1] | (615,957) | 166,057 |
Fair value | $ 2,052,035 | $ 2,218,092 | |
[1] | Changes in valuation inputs or other assumptions are recognized in change in fair value of FPS liability in the statement of operations. |