Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Athlon Acquisition Corp. | |
Entity Central Index Key | 0001828914 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39870 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3331021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 44 Brattle Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02138 | |
City Area Code | 617 | |
Local Phone Number | 855-6333 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SWET | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 | |
Units | ||
Document Information [Line Items] | ||
Trading Symbol | SWETU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Redeemable warrants | ||
Document Information [Line Items] | ||
Trading Symbol | SWETW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 852,144 | $ 4,457 |
Prepaid expenses | 544,046 | |
Total Current Assets | 1,396,190 | 4,457 |
Deferred offering costs | 192,370 | |
Cash held in Trust Account | 276,017,126 | |
TOTAL ASSETS | 277,413,316 | 196,827 |
Current liabilities | ||
Accrued expenses | 412,996 | 2,241 |
Accrued offering costs | 111,827 | |
Promissory note – related party | 60,000 | |
Total Current Liabilities | 412,996 | 174,068 |
Warrant liability | 11,588,000 | |
Deferred underwriting fee payable | 9,660,000 | |
Total Liabilities | 21,660,966 | 174,068 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 1,337,176 | 24,310 |
Accumulated (deficit) surplus | 3,661,882 | (2,241) |
Total Stockholders' Equity | 5,000,000 | 22,759 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 277,413,316 | 196,827 |
Common Class A [Member] | ||
Current liabilities | ||
Class A common stock subject to possible redemption 25,075,235 and no shares at redemption value as of March 31, 2021 and December 31, 2020, respectively | 250,752,350 | |
Stockholders' Equity | ||
Common Stock, Value, Issued | 252 | |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common Stock, Value, Issued | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Temporary Equity, Shares Outstanding | 25,075,235 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 2,524,765 | 0 |
Common stock, shares outstanding | 2,524,765 | 0 |
Class B Common Stock | ||
Temporary Equity, Shares Outstanding | 6,900,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating and formation costs | $ (569,773) |
Loss from operations | (569,773) |
Other income: | |
Change in fair value of warrant liability | 4,828,400 |
Transaction costs incurred in connection with warrant liability | (611,630) |
Interest earned on marketable securities held in Trust Account | 17,126 |
Other Income, net | 4,233,896 |
Net income | 3,664,123 |
Class A Common Stock | Redeemable Common Stock | |
Other income: | |
Interest earned on marketable securities held in Trust Account | $ 17,126 |
Weighted average shares outstanding | shares | 27,553,247 |
Basic and diluted earnings per share | $ / shares | $ 0 |
Class B Common Stock | Non-Redeemable Common Stock | |
Other income: | |
Weighted average shares outstanding | shares | 6,760,000 |
Basic and diluted earnings per share | $ / shares | $ 0.54 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital | Retained Earnings | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Beginning balance at Dec. 31, 2020 | $ 22,759 | $ 24,310 | $ (2,241) | $ 690 | |
Beginning balance, Shares at Dec. 31, 2020 | 6,900,000 | ||||
Sale of 27,600,000 Units, net of underwriting discounts, offering costs related to Class A common stock and initial fair value of Public Warrants, Shares | 27,600,000 | ||||
Sale of 27,600,000 Units, net of underwriting discounts, offering costs related to Class A common stock and initial fair value of Public Warrants | 250,335,868 | 250,333,108 | $ 2,760 | ||
Cash paid in excess of fair value for Private Placement Units | 1,729,600 | 1,729,600 | |||
Change in value of common stock subject to redemption, Shares | (25,075,235) | ||||
Change in value of common stock subject to redemption | (250,752,350) | (250,749,842) | $ (2,508) | ||
Net income | 3,664,123 | 3,664,123 | |||
Ending balance at Mar. 31, 2021 | $ 5,000,000 | $ 1,337,176 | $ 3,661,882 | $ 252 | $ 690 |
Ending balance, Shares at Mar. 31, 2021 | 2,524,765 | 6,900,000 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Over-Allotment Option | Sponsor | |
Stock issued during period shares | 27,600,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,664,123 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liability | (4,828,400) |
Transaction costs incurred in connection with IPO | 611,630 |
Interest earned on marketable securities held in Trust Account | (17,126) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (544,046) |
Accrued expenses | 410,725 |
Income taxes payable | |
Net cash used in operating activities | (703,094) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities | |
Proceeds from sale of Public Offering, net | 270,480,000 |
Proceeds from sale of Private Placements Warrants | 7,520,000 |
Proceeds from promissory note—related party | 20,000 |
Repayment of promissory note—related party | (80,000) |
Payment of offering costs | (389,219) |
Net cash provided by financing activities | 277,550,781 |
Net Change in Cash | 847,687 |
Cash – Beginning of period | 4,457 |
Cash – End of period | 852,144 |
Non-Cash investing and financing activities: | |
Initial classification of common stock subject to possible redemption | 246,471,930 |
Change in value of common stock subject to possible redemption | 4,280,420 |
Deferred underwriting fee payable | $ 9,660,000 |
Description Of Organization And
Description Of Organization And Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Athlon Acquisition Corp. (the “Company”) was incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting the merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 11, 2021. On January 14, 2021 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to AAC HoldCo, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 4 Transaction costs amounted to $15,649,762, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $469,762 of other offering costs. Following the closing of the Initial Public Offering on January 14, 2021, an amount of $276,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the outstanding 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. 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 anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 14, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until January 14, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 11, 2021, as well as the Company’s Current Report on Form 8-K, and the Company’s current report filed on Form 10-K filed on March 16, 2021 . The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,038,132 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $611,630 of the offering costs were related to the warrant liabilities and charged to the statement of operations. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at March 31, 2021 and December 31, 2021, 25,075,235 and 26,288,833 Class A common shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Warrant Liability We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 21,320,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 17,126 Franchise Tax (17,126 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 27,553,247 Basic and diluted earnings per share, Class A redeemable common stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,664,123 Redeemable Net Earnings — Non-Redeemable $ 3,664,123 Denominator: Weighted Average Non-Redeemable Non-Redeemable Class A and B Common Stock, Basic and Dilute d 6,760,000 Basic and diluted earnings per share, Class B non-redeemable common stoc k $ 0.54 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statement | NOTE 2A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of January 14th, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The provisions of the Warrants giving rise to this change in treatment were previously disclosed in the discussion of the Warrants contained in the Company’s prior filings. As Previously Reported Restatement As Re st Balance sheet as of January 14, 2021 (audited) Warrant Liability $ — $ 16,416,400 $ 16,416,400 Class A Common Stock Subject to Possible Redemption 262,888,330 (16,416,400 ) 246,471,930 Class A Common Stock 131 164 295 Additional Paid-in Capital 5,006,087 611,466 5,617,553 Accumulated Deficit (6,906 ) (611,630 ) (618,536 ) |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Public Offering | NOTE 3 Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half 7 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4 Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (including 720,000 Private Placement Warrants purchased in connection with the exercise of the underwriters’ over-allotment option) from the Company in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 Founder Shares During the period ended October 13, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In October 2020, the Sponsor transferred an aggregate of 475,000 Founder Shares to the Company’s Chief Executive Officer and independent directors for an aggregate purchase price of $2,065.25 or approximately $0.004 per share. On January 11, 2021, the Company effected a 1.2:1 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on January 11, 2021, to pay the Sponsor a total of $5,000 per month for office space, operational support and secretarial and administrative services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred $15,000 in fees for these services. Promissory Note — Related Party On October 9, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration rights agreement entered into on January 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' equity | NOTE 7 Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted one-for-one |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 8 Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share for any 20 trading days within the 30-trading The Private Placement Warrants are identical to the Public Warrants underlying the Unit sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable 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, The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At March 31, 2021, assets held in the Trust Account were comprised of $276,017,126 in U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Gross Fair Value Assets: March 31, 2021 U.S. Treasury Securities (Mature on 5/6/2021) 1 $ 138,007,935 $ 2,223 $ 138,010,158 March 31, 2021 U.S. Treasury Securities (Mature on 4/29/2021) 1 138,009,191 2,989 138,012,180 Liabilities: March 31, 2021 Warrant Liability – Public Warrants 1 7,452,000 March 31, 2021 Warrant Liability – Private Placement Warrants 3 4,136,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The Company utilizes a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates 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 is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. For periods subsequent to the detachment of the warrants from the Units including March 31, 2021 , the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the binomial lattice model for the Warrants were as follows: January 14, 2021 March 31, 2021 Input Public Warrants Private Warrants Private Warrants Market price of public stock $ 9.62 $ 9.62 $ 9.64 Risk-free rate 0.50 % 0.50 % 0.95 % Dividend Yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Effective expiration date 5/07/26 5/07/26 5/07/26 One-touch hurdle $ 18.09 $ $ The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 14th, 2021 5,790,400 10,626,000 16,146,400 Change in valuation inputs or other assumptions (1,654,400 ) (3,174,000 ) (4,828,400 ) Fair value as of March 31, 2021 $ 4,136,000 $ 7,452,000 $ 11,588,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 1 0 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 11, 2021, as well as the Company’s Current Report on Form 8-K, and the Company’s current report filed on Form 10-K filed on March 16, 2021 . The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,038,132 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $611,630 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, at March 31, 2021 and December 31, 2021, 25,075,235 and 26,288,833 Class A common shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Warrant Liability | Warrant Liability We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up start-up ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (Loss) per Common Share | Net income (Loss) per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 21,320,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 17,126 Franchise Tax (17,126 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 27,553,247 Basic and diluted earnings per share, Class A redeemable common stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,664,123 Redeemable Net Earnings — Non-Redeemable $ 3,664,123 Denominator: Weighted Average Non-Redeemable Non-Redeemable Class A and B Common Stock, Basic and Dilute d 6,760,000 Basic and diluted earnings per share, Class B non-redeemable common stoc k $ 0.54 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 17,126 Franchise Tax (17,126 ) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 27,553,247 Basic and diluted earnings per share, Class A redeemable common stock $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net Income $ 3,664,123 Redeemable Net Earnings — Non-Redeemable $ 3,664,123 Denominator: Weighted Average Non-Redeemable Non-Redeemable Class A and B Common Stock, Basic and Dilute d 6,760,000 Basic and diluted earnings per share, Class B non-redeemable common stoc k $ 0.54 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Restatement of Warrants in Financial Statements | As Previously Reported Restatement As Re st Balance sheet as of January 14, 2021 (audited) Warrant Liability $ — $ 16,416,400 $ 16,416,400 Class A Common Stock Subject to Possible Redemption 262,888,330 (16,416,400 ) 246,471,930 Class A Common Stock 131 164 295 Additional Paid-in Capital 5,006,087 611,466 5,617,553 Accumulated Deficit (6,906 ) (611,630 ) (618,536 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Gross Holding Gains and Fair Value of Held-To-Maturity Securities | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Held-To-Maturity Level Amortized Gross Fair Value Assets: March 31, 2021 U.S. Treasury Securities (Mature on 5/6/2021) 1 $ 138,007,935 $ 2,223 $ 138,010,158 March 31, 2021 U.S. Treasury Securities (Mature on 4/29/2021) 1 138,009,191 2,989 138,012,180 Liabilities: March 31, 2021 Warrant Liability – Public Warrants 1 7,452,000 March 31, 2021 Warrant Liability – Private Placement Warrants 3 4,136,000 |
Summary Of Key Inputs Of The Private Placement Warrants and Public Warrants | The key inputs into the binomial lattice model for the Warrants were as follows: January 14, 2021 March 31, 2021 Input Public Warrants Private Warrants Private Warrants Market price of public stock $ 9.62 $ 9.62 $ 9.64 Risk-free rate 0.50 % 0.50 % 0.95 % Dividend Yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Effective expiration date 5/07/26 5/07/26 5/07/26 One-touch hurdle $ 18.09 $ $ |
Summary of Changes in Fair Value Presented Within Change in Fair Value of Warrant Liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 14th, 2021 5,790,400 10,626,000 16,146,400 Change in valuation inputs or other assumptions (1,654,400 ) (3,174,000 ) (4,828,400 ) Fair value as of March 31, 2021 $ 4,136,000 $ 7,452,000 $ 11,588,000 |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Detail) - USD ($) | Jan. 14, 2023 | Jan. 14, 2021 | Mar. 31, 2021 |
Entity incorporation date | Oct. 6, 2020 | ||
Stock issuance costs | $ 15,649,762 | ||
Payments for underwriting expense | 5,520,000 | ||
Deferred underwriting fees | 9,660,000 | ||
Other offering costs | 469,762 | ||
Payment to acquire restricted investments | $ 276,000,000 | $ 276,000,000 | |
Share price | $ 10 | $ 10 | |
Restricted investments term | 185 days | ||
Percentage of redeeming shares of public shares without the company's prior written consent | 20.00% | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Forecast | |||
Dissolution expense | $ 100,000 | ||
Minimum | |||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||
Private Placement Warrants | Sponsor | |||
Proceeds from issuance of warrants | $ 7,520,000 | ||
IPO | |||
Share price | $ 10 | ||
Over-Allotment Option | Sponsor | |||
Stock issued during period shares | 27,600,000 | ||
Over-Allotment Option | Private Placement Warrants | Sponsor | |||
Proceeds from issuance of warrants | $ 720,000 | ||
Class of warrant or right, issued during the period | 7,520,000 | ||
Class of warrant or right, issue price | $ 1 | ||
Class A Common Stock | IPO | |||
Stock issued during period shares | 27,600,000 | 27,600,000 | |
Shares issued price per share | $ 10 | $ 10 | |
Proceeds from issuance of IPO | $ 276,000,000 | ||
Class A Common Stock | Over-Allotment Option | |||
Stock issued during period shares | 3,600,000 | 3,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Equivalents | $ 0 | $ 0 |
Stock ìssuance costs | 15,038,132 | |
Deferred Tax Assets Valuation Allowance | $ 116,526 | |
Effective Income Tax Rate Reconciliation | 0.00% | |
Income Tax Expense | $ 0 | |
FDIC Insured Amount | 250,000 | |
Transaction costs incurred in connection with warrant liability | $ 611,630 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 21,320,000 | |
Class A Common Stock | ||
Temporary Equity, Shares Outstanding | 25,075,235 | 0 |
Class A Common Stock | Redeemable Common Stock | ||
Temporary Equity, Shares Outstanding | 25,075,235 | 26,288,833 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest Income | $ 17,126 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | 3,664,123 |
Redeemable Common Stock | Class A Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Interest Income | 17,126 |
Franchise Tax | (17,126) |
Net Earnings | 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Redeemable Net Earnings | $ 0 |
Denominator: Weighted Average Common Stock | |
Common Stock, Basic and Diluted | shares | 27,553,247 |
Basic and diluted earnings per share | $ / shares | $ 0 |
Non-Redeemable Common Stock | Class A and Class B Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Net Earnings | $ 0 |
Numerator: Net Income minus Redeemable Net Earnings | |
Net Income | 3,664,123 |
Redeemable Net Earnings | 0 |
Non-Redeemable Net Loss | $ 3,664,123 |
Denominator: Weighted Average Common Stock | |
Common Stock, Basic and Diluted | shares | 6,760,000 |
Non-Redeemable Common Stock | Class B Common Stock | |
Denominator: Weighted Average Common Stock | |
Common Stock, Basic and Diluted | shares | 6,760,000 |
Basic and diluted earnings per share | $ / shares | $ 0.54 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement - Summary of Restatement of Warrants in Financial Statements (Detail) - USD ($) | Mar. 31, 2021 | Jan. 14, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant Liability | $ 16,416,400 | ||
Additional Paid-in Capital | $ 1,337,176 | 5,617,553 | $ 24,310 |
Accumulated Deficit | 3,661,882 | (618,536) | $ (2,241) |
As Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant Liability | 0 | ||
Additional Paid-in Capital | 5,006,087 | ||
Accumulated Deficit | (6,906) | ||
Restatement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant Liability | 16,416,400 | ||
Additional Paid-in Capital | 611,466 | ||
Accumulated Deficit | (611,630) | ||
Class A Common Stock | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | 246,471,930 | ||
Class A Common Stock | $ 252 | 295 | |
Class A Common Stock | As Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | 262,888,330 | ||
Class A Common Stock | 131 | ||
Class A Common Stock | Restatement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | (16,416,400) | ||
Class A Common Stock | $ 164 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement - Additional information (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Minimum percentage of single class share holders receive cash for their warrants | 50.00% |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - Class A Common Stock - $ / shares | Jan. 14, 2021 | Mar. 31, 2021 |
Public Warrants | ||
Exercise price of warrant | $ 11.50 | |
Shares issuable per warrant | 1 | |
IPO | ||
Stock issued during period shares | 27,600,000 | 27,600,000 |
Shares issued price per share | $ 10 | $ 10 |
Over-Allotment Option | ||
Stock issued during period shares | 3,600,000 | 3,600,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Sponsor - Private Placement Warrants | Jan. 14, 2021USD ($)$ / sharesshares |
Proceeds from issuance of warrants | $ | $ 7,520,000 |
Shares issuable per warrant | shares | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
Over-Allotment Option | |
Class of warrant or right, issued during the period | shares | 7,520,000 |
Class of warrant or right, issue price | $ / shares | $ 1 |
Proceeds from issuance of warrants | $ | $ 720,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 14, 2021USD ($)$ / shares | Jan. 11, 2021USD ($)shares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 13, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Oct. 09, 2020USD ($) |
Number of consecutive trading days for determining share transfer | |||||||
Working capital loans, amounts outstanding | $ 60,000 | ||||||
Share price | $ / shares | $ 10 | $ 10 | |||||
Repayments of related party debt | $ 80,000 | ||||||
Founder Shares | Over-Allotment Option | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Common stock, shares outstanding | shares | 900,000 | ||||||
Class B Common Stock | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Class B common stock, stock split | 1.2 | ||||||
Common stock, shares outstanding | shares | 6,900,000 | 6,900,000 | |||||
Sponsor | Unsecured Promissory Note | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Repayments of related party debt | $ 80,000 | ||||||
Sponsor | Unsecured Promissory Note | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Debt face amount | $ 300,000 | ||||||
Debt interest rate | 0.00% | ||||||
The promissory note, payment terms | The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. | ||||||
Sponsor | Administrative Services Agreement | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Related party transaction, amounts of transaction | $ 5,000 | ||||||
General and administrative expenses from related party transactions | $ 15,000 | ||||||
Sponsor | Share Price Equals Or Exceeds 12 USD | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Number of year after a completion of business combination for determining share transfer | one year | ||||||
Share transfer trigger price per share | $ / shares | $ 12 | ||||||
Number of consecutive trading days for determining share transfer | 20 days | ||||||
Number of trading days for determining share transfer | 30 days | ||||||
Threshold number of days after a business combination for determining share transfer | 150 days | ||||||
Sponsor | Founder Shares | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Common stock, shares outstanding | shares | 6,330,000 | ||||||
Sponsor | Class B Common Stock | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Shares purchased by Sponsor, Shares | shares | 5,750,000 | ||||||
Shares purchased by Sponsor, Value | $ 25,000 | ||||||
Common stock, shares outstanding | shares | 6,900,000 | ||||||
Working Capital Loans | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Working capital loans that are convertible into warrants | $ 1,500,000 | ||||||
Working capital loans, amounts outstanding | $ 0 | $ 0 | |||||
Working capital loans that are convertible into warrants, price per warrant | $ / shares | $ 1 | ||||||
Chief Executive Officer And Independent Directors | Founder Shares | |||||||
Number of consecutive trading days for determining share transfer | |||||||
Stock transferred during period shares | shares | 475,000 | ||||||
Stock transferred during period value | $ 2,065.25 | ||||||
Share price | $ / shares | $ 0.004 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Mar. 31, 2021USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred underwriting commission per unit | $ / shares | $ 0.35 |
Deferred underwriting fee payable | $ | $ 9,660,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Founder Shares | ||
Voting rights description | less than one-for-one basis | |
Class A Common Stock | ||
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Voting rights description | one vote | |
Common stock, shares issued | 2,524,765 | 0 |
Common stock, shares outstanding | 2,524,765 | 0 |
Common stock, shares subject to redemption | 25,075,235 | 0 |
Class B Common Stock | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Voting rights description | one vote | |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Common stock, shares subject to redemption | 6,900,000 | |
Common stock, conversion basis | one-for-one | |
Common stock, threshold percentage on conversion of shares | 20.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Jan. 14, 2021 | |
Class of warrant or right, Lock In Period For Exercise After Completion Of Business Combination | 30 days | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Minimum lock In period For SEC Registration From Date Of Business Combination | 15 days | |
Share price | $ 10 | $ 10 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of initial business combination | 30 days | |
Percentage of capital raised for business combination to total equity proceeds | 60.00% | |
Share Price More Than Or Equals To USD Eighteen | ||
Class of warrants, redemption price per unit. | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share Price More Than Or Equals To USD Eighteen | Common Stock | ||
Share price | $ 18 | |
Class of warrant or right, redemption price adjustment percentage | 180.00% | |
Share Price Less Than Or Equals To USD Nine Point Two | Common Stock | ||
Class of warrant or right, redemption price adjustment percentage | 115.00% | |
Share Price More Than Or Equals To USD Ten Point Zero | ||
Class of warrants, redemption price per unit. | $ 0.10 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Class A Common Stock | Common Stock | ||
Share price | $ 9.20 | |
Number of consecutive trading days for determining share price | 20 days | |
Class A Common Stock | Share Price More Than Or Equals To USD Eighteen | ||
Share price | $ 18 | |
Class A Common Stock | Share Price More Than Or Equals To USD Ten Point Zero | ||
Share price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gross Holding Gains and Fair Value of Held-To-Maturity Securities (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Warrant Liability – Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 7,452,000 | |
Warrant Liability – Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 4,136,000 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | US Treasury Securities | Mature on 5/6/2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 138,007,935 | |
Gross Holding Gain | 2,223 | |
Fair Value | 138,010,158 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | US Treasury Securities | Mature on 4/29/2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 138,009,191 | |
Gross Holding Gain | 2,989 | |
Fair Value | 138,012,180 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Warrant Liability – Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 7,452,000 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Warrant Liability – Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 4,136,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Key Inputs Of The Private Placement Warrants and Public Warrants (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021 | Jan. 14, 2021 |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.62 | |
Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.50 | |
Public Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend Yield | 0.00% | |
Public Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | |
Public Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Effective expiration date | May 7, 2026 | |
Public Warrants [Member] | Measurement Input One Touch Hurdle [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 18.09 | |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.64 | 9.62 |
Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.95 | 0.50 |
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend Yield | 0.00% | 0.00% |
Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Effective expiration date | May 7, 2026 | May 7, 2026 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value Presented Within Change in Fair Value of Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Warrant Liability – Private Placement Warrants | |
Disclosure of changes in fair value presented within change in fair value of warrant liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 5,790,400 |
Change in valuation inputs or other assumptions | (1,654,400) |
Ending balance | 4,136,000 |
Warrant Liability – Public Warrants | |
Disclosure of changes in fair value presented within change in fair value of warrant liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 10,626,000 |
Change in valuation inputs or other assumptions | (3,174,000) |
Ending balance | 7,452,000 |
Warrant Liabilities | |
Disclosure of changes in fair value presented within change in fair value of warrant liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 16,146,400 |
Change in valuation inputs or other assumptions | (4,828,400) |
Ending balance | $ 11,588,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash held in Trust Account | $ 276,017,126 |
US Treasury Securities | |
Cash held in Trust Account | 276,017,126 |
Interest income restricted investments | $ 0 |