Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39910 | |
Entity Registrant Name | Oyster Enterprises Acquisition Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3607783 | |
Entity Address, Address Line One | 777 South Flagler Drive | |
Entity Address, City or Town | Suite 800W | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 212 | |
Local Phone Number | 888-5500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001834226 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock | |
Trading Symbol | OSTRU | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 22,292,600 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | OSTR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 707,400 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment | |
Trading Symbol | OSTRW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 695,201 | $ 39,907 |
Prepaid expenses | 4,480 | |
Total current assets | 699,681 | 39,907 |
Deferred offering costs associated with initial public offering | 396,688 | |
Investments held in Trust Account | 230,002,515 | |
Total assets | 230,702,196 | 436,595 |
Current liabilities: | ||
Accounts payable | 36,181 | 36,595 |
Accrued expenses | 79,600 | 21,000 |
Accrued offering costs | 300,000 | |
Note payable - related party | 75,000 | |
Total current liabilities | 115,781 | 432,595 |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Warrant liabilities | 9,025,000 | |
Total Liabilities | 17,190,781 | 432,595 |
Commitments (Note 6) | ||
Class A common stock, $0.0001 par value; 20,851,141 and none shares authorized, issued and outstanding, subject to possible redemption at $10.00 per share, at March 31, 2021 and December 31, 2020, respectively | 208,511,410 | |
Stockholder's Equity | ||
Additional paid-in capital | 24,425 | |
Retained earnings (Accumulated deficit) | 4,999,215 | (21,000) |
Total Stockholder's Equity | 5,000,005 | 4,000 |
Total Liabilities and Stockholders' Equity | 230,702,196 | 436,595 |
Class A Common Stock | ||
Stockholder's Equity | ||
Common stock | 215 | |
Class B Common Stock | ||
Stockholder's Equity | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 2,148,859 | 0 |
Common shares, shares outstanding | 2,148,859 | 0 |
Temporary equity, shares Authorized | 20,851,141 | 0 |
Temporary equity, shares issued | 20,851,141 | 0 |
Temporary equity, shares outstanding | 20,851,141 | 0 |
Class A Common Stock Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 20,851,141 | |
Temporary Equity, Redemption Price Per Share | $ 10 | 10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Maximum shares subject to forfeiture | 0 | |
Class B Common Stock | Over-allotment option | ||
Maximum shares subject to forfeiture | 750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expense | $ 144,548 |
Loss from operations | (144,548) |
Other income (expense), net: | |
Investment income on Trust Account | 2,515 |
Change in fair value of warrant liabilities | 8,680,000 |
Transaction costs | (672,964) |
Total other income (expense), net | 8,009,551 |
Net income | 7,865,003 |
Class A Common Stock | |
Other income (expense), net: | |
Investment income on Trust Account | 2,515 |
Net income | $ 2,515 |
Weighted average shares outstanding | shares | 22,739,130 |
Basic and diluted earnings per share | $ / shares | $ 0 |
Class B Common Stock | |
Other income (expense), net: | |
Net income | $ 7,865,003 |
Weighted average shares outstanding | shares | 5,516,667 |
Basic and diluted earnings per share | $ / shares | $ 1.43 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | Class A Common Stock Subject to Redemption | Class A Common Stock Not Subject to RedemptionCommon Stock | Class B Common StockCommon Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (21,000) | $ 4,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Sale of 23,000,000 Units, net of underwriting discount and offering costs and fair value of Public Warrants | $ 2,300 | 205,640,112 | 0 | 205,642,412 | |||||
Sale of 23,000,000 Units, net of underwriting discount and offering costs and fair value of Public Warrants (in shares) | 23,000,000 | ||||||||
Class A common stock subject to redemption | $ (2,085) | (205,664,537) | (2,844,788) | (208,511,410) | |||||
Class A common stock subject to redemption (in shares) | (20,851,141) | (20,851,141) | |||||||
Net income | $ 2,515 | $ 7,865,003 | 0 | 7,865,003 | 7,865,003 | ||||
Balance at the end at Mar. 31, 2021 | $ 215 | $ 575 | $ 0 | $ 4,999,215 | $ 5,000,005 | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 2,148,859 | 5,750,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Jan. 28, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Private Placement Warrants | |||
Sale of 23,000,000 Units, net of underwriting discount and offering costs and fair value of Public Warrants (in shares) | 23,000,000 | ||
Sale of Private Placement Warrants (in shares) | 5,950,000 | ||
Over-allotment option | |||
Sale of 23,000,000 Units, net of underwriting discount and offering costs and fair value of Public Warrants (in shares) | 3,000,000 | 3,000,000 | |
Over-allotment option | Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 600,000 | 600,000 | |
Private Placement | Private Placement Warrants | |||
Sale of Private Placement Warrants (in shares) | 5,950,000 | 5,950,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,865,003 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Income earned on investments held in Trust Account | (2,515) | |
Change in fair value of warrant liabilities | (8,680,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (4,480) | |
Accounts payable | 36,181 | |
Accrued expenses | 58,600 | |
Net cash used in operating activities | (727,211) | |
Cash flows from investing activities: | ||
Investment of cash into Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 225,953,432 | |
Proceeds from sale of Private Placement Warrants | 6,550,000 | |
Repayment of note payable-related party | (75,000) | |
Payment of offering costs | (1,045,927) | |
Net cash provided by financing activities | 231,382,505 | |
Net increase in cash | 655,294 | |
Cash-beginning of the period | 39,907 | |
Cash-ending of the period | 695,201 | $ 39,907 |
Supplemental disclosure of noncash activities: | ||
Deferred underwriting fee payable | 8,050,000 | |
Initial classification of common stock subject to possible redemption | $ 199,973,440 | |
Change in value of Class A common stock subject to possible redemption | $ 8,537,960 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Oyster Enterprises Acquisition Corp. (the “ Company Initial Business Combination Securities Act JOBS Act As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (“ Initial Public Offering Sponsor and Initial Financing The Company’s sponsor is Oyster Enterprises LLC, a Delaware limited liability company (the “ Sponsor Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“ Private Placement Private Placement Warrant Private Placement Warrants The Trust Account Upon the closing of the Initial Public Offering and the Private Placement on January 22, 2021, $200.0 million $10.00 per Unit) of the net proceeds from the Initial Public Offering and the Private Placement were placed in a trust account (the “ Trust Account Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the Private Placement deposited in the Trust Account will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of Class A common stock sold as part of the Units (as defined below) (Note 4) in the Initial Public Offering, (the Public Shares), that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to have their Public Shares redeemed or to redeem 100% of the Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the Initial Public Offering, as such period may be extended by a stockholder vote, the (“Combination Period”) or (B) with respect to any other material provision relating to stockholders’ rights or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor and the Company’s directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 5) held by them if the Company fails to complete an Initial Business Combination during the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination during the Combination Period. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $695,000 in its operating bank account and working capital surplus of approximately $584,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan of up to $350,000 under the Note (see Note 5), and the net proceeds of $724,000 from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the $75,000 outstanding balance of the Note on January 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, Alden Global Capital LLC (“ Alden Global Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through at least one year from the issuance of these financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statement | |
Restatement of Previously Issued Financial Statement | Note 2 — Restatement of Previously Issued Financial Statement In April 2021, the Company identified certain errors requiring revisions to its previously issued balance sheet as of January 22, 2021 and pro forma balance sheet as of January 28, 2021 included in its 8-K Current Report filed on January 28, 2021. The errors relate to the misapplication of the accounting guidance related to its Public and Private Placement Warrants the Company issued in January 2021. Management has determined that the correction of errors is not material to the previously issued financial statements. However, the Company has elected to restate its balance sheet as of January 22, 2021 and pro forma balance sheet as of January 28, 2021 included in its 8-K Current Report filed on January 28, 2021 to correct the errors as they would be material to the Company’s financial statements in future periods. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Since issuance on January 22, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the warrants were reflected as a component of equity as opposed to liabilities on the balance sheet, based on the Company’s application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for warrants issued on January 22, 2021 and January 28, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the statement of operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued 8-K Current Report dated January 22, 2021 should be restated because of a misapplication in the guidance around accounting for certain of the Company’s outstanding warrants to purchase common stock and should no longer be relied upon. The warrants were issued in connection with the Company’s Initial Public Offering of 20,000,000 Units and the sale of 5,950,000 Private Placement Warrants completed on January 22, 2021, and further consummation of the sale of an additional 3,000,000 Units and the sale of an additional 600,000 Private Placement Warrants pursuant to the full exercise by the underwriters of the Initial Public Offering of their over-allotment option, completed on January 28, 2021. Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one Impact of the Restatement The impact of the restatement on the balance sheet as of January 22, 2021 is presented below. As Previously Restatement Reported Adjustment As Restated Total assets $ 200,786,448 $ — $ 200,786,448 Liabilities and Stockholders’ Equity: Total current liabilities $ 58,000 $ — $ 58,000 Deferred underwriting commissions in connection with the initial public offering 7,000,000 — 7,000,000 Warrant liabilities — 15,650,000 15,650,000 Total liabilities 7,058,000 15,650,000 22,708,000 Class A common stock, $0.0001 par value; shares subject to possible redemption 188,728,440 (15,650,000) 173,078,440 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 113 156 269 Class B common stock, $0.0001 par value 575 — 575 Additional paid-in capital 5,020,320 592,783 5,613,103 Accumulated deficit (21,000) (592,939) (613,939) Total Stockholders’ Equity 5,000,008 — 5,000,008 Total Liabilities and Stockholders’ Equity $ 200,786,448 $ — $ 200,786,448 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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 interim periods. Use of Estimates The preparation of 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates. Emerging Growth Company The Company is an emerging growth company, as defined in 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 accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of March 31, 2021 and December 31, 2020, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Investments Held in Trust Account At March 31, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, closing of the Initial Public Offering and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of March 31, 2021, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB’s ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. As of March 31, 2021, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement warrants were measured using a Monte Carlo simulation model (see Note 9). Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,851,141 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares of $13,202,588 were charged to additional paid in capital in stockholders’ equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Private Warrants were expensed in general and administrative costs in the condensed statement of operations. Net Earnings Per Share Net earnings per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Public Warrants and Private Placement Warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such 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 per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock held by Public Stockholders for the three months ended March 31, 2021 is calculated by dividing the interest income earned on the Trust Account of $2,515, by the weighted average number of shares of Class A redeemable common stock held by Public Stockholders since issuance. Net earnings per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing net income for the three months ended March 31, 2021 of $7,865,003 less income attributable to Class A redeemable common stock of $2,515 by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2021 (in dollars, except share and per share amounts): Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,515 Less: Franchise tax available to be withdrawn from the Trust Account — Net Earnings $ 2,515 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 22,739,130 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,865,003 Less: Redeemable Class A Net Earnings $ 2,515 Non-Redeemable Class B Net Income $ 7,862,488 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,516,667 Earnings/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ 1.43 As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 and December 31, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. 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 provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements, other than as described below. In August 2020, the FASB issued Accounting Standards Update (“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). The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The guidance can be adopted using a modified retrospective method or a fully retrospective method. The amendments are effective for fiscal years beginning after December 15, 2021 for public entities, excluding those that are smaller reporting companies. For all other entities the amendments are effective for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of adopting ASU 2020-06 on its financial statements. The Company does not expect that the changes in equity classification guidance will impact the Company’s classification of its warrant liabilities. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.2 million, inclusive of $7.0 million in deferred underwriting commissions. On January 28, 2021, the Company consummated the sale of an additional of 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of their over-allotment option, generating additional gross proceeds of $30.0 million, and incurring additional offering costs of approximately $1.7 million, inclusive of approximately $1.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “ Public Shares one Public Warrant |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 16, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock (the “ Founder Shares The Founder Shares are identical to the Class A common stock included in the Units being sold in the Initial Public Offering except that the holders of the Founder Shares have the right to elect all of the directors prior to the Initial Business Combination, the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights and certain transfer restrictions, as described in more detail below. The Sponsor and the Company’s officers and directors have agreed, and any other permitted holders of the Founder Shares will agree, subject to limited exceptions, not to transfer, assign or sell any of their 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 sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “ Private Placement Warrants Warrants Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed during the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The holders of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans The Sponsor had agreed to loan the Company an aggregate of $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note In addition, in order to fund finance costs in connection with the Initial Business Combination, the Sponsor or any other affiliate of the Sponsor, or the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Warrants will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement entered into by the Company on January 19, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the closing date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the public offering price less underwriting discounts. Any Units issued or sold under the option will be issued and sold on the same terms and conditions as the other Units in the Initial Public Offering. On January 28, 2021, the Company consummated the sale of an additional 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of the over-allotment option. The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering. An additional fee (the “ Deferred Discount In connection with the consummation of the sale of the additional Units pursuant to the underwriters’ full exercise of the over-allotment option, on January 28, 2021, the underwriters were entitled to an aggregate of $0.6 million in fees payable upon closing and an additional deferred underwriting commissions of approximately $1.1 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock Class A Common Stock — outstanding If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. The shares of Class A common stock are redeemable upon the consummation of the Company’s Initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the Initial Business Combination within the Combination Period Class B Common Stock — The shares of Class B common stock shall automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one- for-one basis, subject to adjustments pursuant to certain anti-dilution rights described in Note 5. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law and except that, prior to the Initial Business Combination, only holders of the Class B common stock will have the right to vote on the election of directors and only a majority of such holders may remove a member of the Company’s board of directors for any reason. Each share of common stock has one vote on all such matters. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | Note 8 — Warrants As of March 31, 2021, the Company has outstanding warrants to purchase an aggregate of 18,050,000 shares of the Company’s Class A common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the over-allotment). Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its 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 reasonable best efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and the Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of the Initial 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 shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and will be exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Once the Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock on each of 20 trading days within the 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table to be described in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) 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, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “ Newly Issued Price Market Value In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete the Initial 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 respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, assets held in the Trust Account were comprised of $230,002,515 in money market funds that trade 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. As of March 31, 2021, there were 11,500,000 Public Warrants and 6,550,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of March 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,002,515 $ — $ — $ 230,002,515 Financial Liabilities Warrant liabilities – Public Warrants $ — $ — $ 5,750,000 $ 5,750,000 Warrant liabilities – Private Placement Warrants $ — $ — $ 3,275,000 $ 3,275,000 On issuance, the Company utilized a Monte Carlo simulation model to value the warrants. As of March 31, 2021, for Private Placement Warrants, the Company will continue to utilize a Monte Carlo simulation model to value the Private Placement Warrants and will use a Black-Scholes option pricing model to value the Public Warrants, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: January 22, 2021 (At issuance) March 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.51 $ 9.64 Volatility 17.3 % 9.7 % Probability of completing a Business Combination 88.3 % 88.3 % Expected life of the options to convert 6.50 6.31 Risk-free rate 0.69 % 1.23 % Dividend yield — % — % The following table presents the changes in the fair value of warrant liabilities: Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 $ 9,025,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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 interim periods. |
Use of Estimates | Use of Estimates The preparation of 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company, as defined in 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 accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. |
Cash | Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of March 31, 2021 and December 31, 2020, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2021 and December 31, 2020, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account. |
Risks and Uncertainties | Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, closing of the Initial Public Offering and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of March 31, 2021, the carrying values of cash, accounts payable, accrued expenses, franchise tax payable and income tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liability is recognized at fair value. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB’s ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. As of March 31, 2021, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement warrants were measured using a Monte Carlo simulation model (see Note 9). |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,851,141 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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 that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares of $13,202,588 were charged to additional paid in capital in stockholders’ equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Private Warrants were expensed in general and administrative costs in the condensed statement of operations. |
Net Earnings Per Share | Net Earnings Per Share Net earnings per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Public Warrants and Private Placement Warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such 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 per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock held by Public Stockholders for the three months ended March 31, 2021 is calculated by dividing the interest income earned on the Trust Account of $2,515, by the weighted average number of shares of Class A redeemable common stock held by Public Stockholders since issuance. Net earnings per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing net income for the three months ended March 31, 2021 of $7,865,003 less income attributable to Class A redeemable common stock of $2,515 by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2021 (in dollars, except share and per share amounts): Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,515 Less: Franchise tax available to be withdrawn from the Trust Account — Net Earnings $ 2,515 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 22,739,130 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,865,003 Less: Redeemable Class A Net Earnings $ 2,515 Non-Redeemable Class B Net Income $ 7,862,488 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,516,667 Earnings/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ 1.43 As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021 and December 31, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. 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 provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements, other than as described below. In August 2020, the FASB issued Accounting Standards Update (“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). The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The guidance can be adopted using a modified retrospective method or a fully retrospective method. The amendments are effective for fiscal years beginning after December 15, 2021 for public entities, excluding those that are smaller reporting companies. For all other entities the amendments are effective for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of adopting ASU 2020-06 on its financial statements. The Company does not expect that the changes in equity classification guidance will impact the Company’s classification of its warrant liabilities. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement (Table) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statement | |
Schedule of restatement on the Balance Sheet | As Previously Restatement Reported Adjustment As Restated Total assets $ 200,786,448 $ — $ 200,786,448 Liabilities and Stockholders’ Equity: Total current liabilities $ 58,000 $ — $ 58,000 Deferred underwriting commissions in connection with the initial public offering 7,000,000 — 7,000,000 Warrant liabilities — 15,650,000 15,650,000 Total liabilities 7,058,000 15,650,000 22,708,000 Class A common stock, $0.0001 par value; shares subject to possible redemption 188,728,440 (15,650,000) 173,078,440 Stockholders’ Equity: Preferred stock, $0.0001 par value — — — Class A common stock, $0.0001 par value 113 156 269 Class B common stock, $0.0001 par value 575 — 575 Additional paid-in capital 5,020,320 592,783 5,613,103 Accumulated deficit (21,000) (592,939) (613,939) Total Stockholders’ Equity 5,000,008 — 5,000,008 Total Liabilities and Stockholders’ Equity $ 200,786,448 $ — $ 200,786,448 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of Net Earnings per Share | Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,515 Less: Franchise tax available to be withdrawn from the Trust Account — Net Earnings $ 2,515 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 22,739,130 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class Ordinary Shares Numerator: Net Income minus Redeemable Net Earnings Net Income $ 7,865,003 Less: Redeemable Class A Net Earnings $ 2,515 Non-Redeemable Class B Net Income $ 7,862,488 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,516,667 Earnings/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ 1.43 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | As of March 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,002,515 $ — $ — $ 230,002,515 Financial Liabilities Warrant liabilities – Public Warrants $ — $ — $ 5,750,000 $ 5,750,000 Warrant liabilities – Private Placement Warrants $ — $ — $ 3,275,000 $ 3,275,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | January 22, 2021 (At issuance) March 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.51 $ 9.64 Volatility 17.3 % 9.7 % Probability of completing a Business Combination 88.3 % 88.3 % Expected life of the options to convert 6.50 6.31 Risk-free rate 0.69 % 1.23 % Dividend yield — % — % |
Schedule of changes in the fair value of warrant liabilities | Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 $ 9,025,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jan. 28, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)$ / sharesshares | Oct. 22, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 6,550,000 | ||||
Cash held outside the Trust Account | 695,201 | $ 39,907 | |||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 230,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||||
Operating bank accounts | 695,000 | ||||
Working capital | 584,000 | ||||
Loan | 350,000 | ||||
Net Proceeds | $ 724,000 | ||||
Repaid | $ 75,000 | ||||
Months to complete acquisition | 24 months | ||||
Redemption period upon closure | 10 days | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 23,000,000 | ||||
Sale of Private Placement Warrants (in shares) | shares | 5,950,000 | ||||
Public Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 200,000,000 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 20,000,000 | ||||
Share Price | $ / shares | $ 10 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 3,000,000 | $ 200,000,000 | |||
Underwriting fees | 12,650,000 | ||||
Deferred underwriting fee payable | 1,100,000 | 7,000,000 | |||
Other offering costs | 1,700,000 | 12,200,000 | 1,225,552 | ||
Payments for investment of cash in Trust Account | $ 100,000 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Maximum Net Interest To Pay Dissolution Expenses | $ 100,000 | ||||
Initial Public Offering | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share Price | $ / shares | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | shares | 200 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 5,950,000 | 5,950,000 | |||
Price of warrant | $ / shares | $ 1 | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 600,000 | $ 5,950,000 | $ 5,950,000 | ||
Private Placement | Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,450,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 3,000,000 | 3,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 30,000,000 | ||||
Deferred underwriting fee payable | $ 600,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 600,000 | 600,000 | |||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 600,000 | ||||
Over-allotment option | Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 375,000 | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share Price | $ / shares | $ 11.50 | ||||
Class A Common Stock | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 20,000,000 | ||||
Share Price | $ / shares | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement -Additional information (Detail) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Warrants expiration term | 5 years | |||
Initial Public Offering | ||||
Number of units sold | 20,000,000 | |||
Proceeds from issuance initial public offering | $ 3,000,000 | $ 200,000,000 | ||
Share Price | $ 10 | |||
Over-allotment option | ||||
Number of units sold | 3,000,000 | 3,000,000 | ||
Proceeds from issuance initial public offering | $ 30,000,000 | |||
Private Placement Warrants | ||||
Number of units sold | 23,000,000 | |||
Number of warrants to purchase shares issued | 5,950,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,950,000 | |||
Private Placement Warrants | Initial Public Offering | ||||
Number of warrants to purchase shares issued | 200 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200 | |||
Share Price | $ 10 | |||
Private Placement Warrants | Private Placement | ||||
Number of warrants to purchase shares issued | 5,950,000 | 5,950,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,950,000 | 5,950,000 | ||
Number of shares issuable per warrant | 1 | |||
Private Placement Warrants | Over-allotment option | ||||
Number of warrants to purchase shares issued | 600,000 | 600,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 600,000 | 600,000 | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||||
Common shares, par value, (per share) | $ 0.0001 | |||
Class A Common Stock | ||||
Number of shares in a unit | 1 | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Share Price | $ 11.50 | |||
Class A Common Stock | Initial Public Offering | ||||
Number of units sold | 20,000,000 | |||
Share Price | $ 10 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement - Restatement on the balance sheet - (Detail) - USD ($) | Mar. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 |
Total assets | $ 230,702,196 | $ 200,786,448 | $ 436,595 |
Liabilities and Equity [Abstract] | |||
Total current liabilities | 115,781 | 58,000 | 432,595 |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | 7,000,000 | |
Warrant liabilities | 9,025,000 | 15,650,000 | |
Total Liabilities | 17,190,781 | 22,708,000 | 432,595 |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 208,511,410 | 173,078,440 | |
Stockholders' Equity: | |||
Additional paid-in capital | 5,613,103 | 24,425 | |
Accumulated deficit | 4,999,215 | (613,939) | (21,000) |
Total Stockholder's Equity | 5,000,005 | 5,000,008 | 4,000 |
Total Liabilities and Stockholders' Equity | $ 230,702,196 | $ 200,786,448 | $ 436,595 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
As Previously Reported | |||
Total assets | $ 200,786,448 | ||
Liabilities and Equity [Abstract] | |||
Total current liabilities | 58,000 | ||
Deferred underwriting commissions in connection with the initial public offering | 7,000,000 | ||
Total Liabilities | 7,058,000 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 188,728,440 | ||
Stockholders' Equity: | |||
Additional paid-in capital | 5,020,320 | ||
Accumulated deficit | (21,000) | ||
Total Stockholder's Equity | 5,000,008 | ||
Total Liabilities and Stockholders' Equity | 200,786,448 | ||
Adjustment | |||
Liabilities and Equity [Abstract] | |||
Warrant liabilities | 15,650,000 | ||
Total Liabilities | 15,650,000 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (15,650,000) | ||
Stockholders' Equity: | |||
Additional paid-in capital | 592,783 | ||
Accumulated deficit | (592,939) | ||
Class A Common Stock | |||
Stockholders' Equity: | |||
Common stock | $ 215 | $ 269 | |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | 0.0001 |
Class A Common Stock | As Previously Reported | |||
Stockholders' Equity: | |||
Common stock | $ 113 | ||
Class A Common Stock | Adjustment | |||
Stockholders' Equity: | |||
Common stock | $ 156 | ||
Class A Common Stock Subject to Redemption | |||
Stockholders' Equity: | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class B Common Stock | |||
Stockholders' Equity: | |||
Common stock | $ 575 | $ 575 | $ 575 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class B Common Stock | As Previously Reported | |||
Stockholders' Equity: | |||
Common stock | $ 575 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Jan. 28, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | ||
Issuance costs attributed to the Private Warrants | 672,964 | |||
Interest income earned on the Trust Account | 2,515 | |||
Net income | $ 7,865,003 | |||
Non-redeemable securities that are dilutive | 0 | |||
Unrecognized tax benefits | $ 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||
Class B Common Stock | ||||
Net income | $ 7,865,003 | |||
Class A Common Stock | ||||
Anti-dilutive securities attributable to warrants (in shares) | 18,050,000 | |||
Interest income earned on the Trust Account | $ 2,515 | |||
Net income | $ 2,515 | |||
Class A Common Stock Subject to Redemption | ||||
Class A common stock subject to redemption (in shares) | 20,851,141 | |||
Initial Public Offering | ||||
Offering costs | $ 13,875,552 | |||
Underwriting fees | 12,650,000 | |||
Other offering costs | 1,225,552 | $ 1,700,000 | $ 12,200,000 | |
Issuance costs attributed to the Private Warrants | 672,694 | |||
Initial Public Offering | Class A Common Stock | ||||
Offering costs | $ 13,202,588 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Earnings Per Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ 2,515 |
Net Earnings | 7,865,003 |
Class A Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | 2,515 |
Net Earnings | $ 2,515 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 22,739,130 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Non-Redeemable Class Ordinary Shares | |
Less: Redeemable Class A Net Earnings | $ 2,515 |
Class B Common Stock | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Net Earnings | $ 7,865,003 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 5,516,667 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 1.43 |
Non-Redeemable Class Ordinary Shares | |
Non-Redeemable Class B Net Income | $ 7,862,488 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Payment of offering costs | $ 1,045,927 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 7,000,000 | $ 8,050,000 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 3,000,000 | $ 200,000,000 | |
Payment of offering costs | 12,200,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 7,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 30,000,000 | ||
Payment of offering costs | 1,700,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 1,100,000 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Class A Common Stock | Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Class A Common Stock | Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 28, 2021$ / sharesshares | Nov. 16, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020shares |
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 0 | 750,000 | ||
Conversation ratio of common stock | 1 | |||
Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Share Price | $ / shares | $ 11.50 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share Price | $ / shares | $ 0.004 | |||
Shares subject to forfeiture | 750,000 | 0 | ||
Number of units sold | 3,000,000 | |||
Conversation ratio of common stock | 1 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Sponsor | Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 6,550,000 | ||
Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 5,950,000 | ||
Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 600,000 | 600,000 | |
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 600,000 | ||
Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 5,950,000 | 5,950,000 | |
Price of warrant | $ 1 | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 600,000 | $ 5,950,000 | $ 5,950,000 |
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Sponsor | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 375,000 | ||
Sponsor | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 4,450,000 | ||
Imperial Capital, LLC | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 180,000 | ||
Imperial Capital, LLC | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 1,200,000 | ||
I-Bankers Securities, Inc | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 45,000 | ||
I-Bankers Securities, Inc | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 300,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) | Jan. 22, 2021USD ($) | Mar. 31, 2021USD ($)loan$ / shares | Dec. 31, 2020USD ($)loan |
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 75,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | 350,000 | ||
Outstanding balance of related party note | $ 75,000 | ||
Repayment of promissory note - related party | $ 75,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Number of loan agreements with related party | loan | 0 | 0 | |
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ / shares | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting cash discount per unit | 2.00% | ||
Deferred discount | 3.50% | ||
Additional deferred underwriting commissions | $ 7,000,000 | $ 8,050,000 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Purchase price, per unit | $ 10 | ||
Deferred underwriting fee payable | $ 1,100,000 | $ 7,000,000 | |
Additional deferred underwriting commissions | $ 7,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 | ||
Deferred underwriting fee payable | $ 600,000 | ||
Additional deferred underwriting commissions | $ 1,100,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Mar. 31, 2021Vote$ / sharesshares | Jan. 22, 2021$ / shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 2,148,859 | 0 | |
Common shares, shares outstanding (in shares) | 2,148,859 | 0 | |
Total common shares, shares outstanding (in shares) | 23,000,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,851,141 | 0 | |
Class A Common Stock Subject to Redemption | |||
Class of Stock [Line Items] | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption, outstanding (in shares) | 20,851,141 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Shares subject to forfeiture | 0 | 750,000 | |
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||
Conversation ratio of common stock | 1 | ||
Common shares, votes per share | Vote | 1 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2021item$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Public Warrants expiration term | 5 years |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Threshold issue price per share | $ 9.20 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 6,550,000 |
Threshold period for not to transfer, assign or sell any of the shares or warrants, after the completion of the initial business combination | 30 days |
Private Placement Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 18,050,000 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 11,500,000 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Public Warrants expiration term | 5 years |
Public Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Threshold issue price per share | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Threshold consecutive trading days for redemption of public warrants | 20 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | item | 20 |
Threshold number of business days before sending notice of redemption to warrant holders | 30 days |
Share price trigger used to measure dilution of warrant | $ 18 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Share price trigger used to measure dilution of warrant | $ 10 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Jan. 22, 2021 |
Assets: | ||
Investments held in Trust Account | $ 230,002,515 | |
Liabilities: | ||
Warranty liability | 9,025,000 | $ 15,650,000 |
Recurring | ||
Assets: | ||
Investments held in Trust Account | 230,002,515 | |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | $ 230,002,515 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 11,500,000 | |
Public Warrants | Recurring | ||
Liabilities: | ||
Warranty liability | $ 5,750,000 | |
Public Warrants | Level 3 | Recurring | ||
Liabilities: | ||
Warranty liability | $ 5,750,000 | |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 6,550,000 | |
Private Placement Warrants | Recurring | ||
Liabilities: | ||
Warranty liability | $ 3,275,000 | |
Private Placement Warrants | Level 3 | Recurring | ||
Liabilities: | ||
Warranty liability | $ 3,275,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Jan. 22, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets level 1 to level 2 transfers | $ 0 | |
Fair value assets level 2 to level 1 transfers | 0 | |
Fair value assets transferred into (out of) level 3 | $ 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 |
Share price of warrants | $ / shares | $ 9.51 | $ 9.64 |
Volatility | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 17.3 | 9.7 |
Probability of completing a Business Combination | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 88.3 | 88.3 |
Expected life of the options to convert | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 6.50 | 6.31 |
Risk-free rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.69 | 1.23 |
Dividend yield | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Change in fair value of warrant liabilities | $ (8,680,000) |
Warrant liabilities at end of period | 9,025,000 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Warrants | 11,155,000 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Warrants | $ 6,550,000 |