Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 27, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001835800 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Pivotal Investment Corp III | |
Entity File Number | 001-40019 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3415215 | |
Entity Address, Address Line One | The Chrysler Building | |
Entity Address, Address Line Two | 405 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
City Area Code | 212 | |
Local Phone Number | 818-8800 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | PICC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | PICC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | PICC WS | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,338,479 | $ 0 |
Prepaid expenses | 21,923 | 0 |
Total Current Assets | 1,360,402 | 0 |
Deferred offering costs | 0 | 51,025 |
Marketable securities held in Trust Account | 276,018,978 | 0 |
TOTAL ASSETS | 277,379,380 | 51,025 |
Current liabilities | ||
Accounts payable and accrued expenses | 125,108 | 851 |
Accrued offering costs | 106,475 | 26,025 |
Total Current Liabilities | 231,583 | 26,876 |
Warrant liabilities | 22,331,340 | 0 |
Deferred underwriting fee payable | 9,660,000 | 0 |
TOTAL LIABILITIES | 32,222,923 | 26,876 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption 24,015,645 shares outstanding and none outstanding at redemption value at March 31, 2021 and December 31, 2020, respectively | 240,156,450 | 0 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 11,805,844 | 24,310 |
Accumulated deficit | (6,806,885) | (851) |
Total Stockholders' Equity | 5,000,007 | 24,149 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 277,379,380 | 51,025 |
Class A Common Stock [Member] | ||
Stockholders' Equity | ||
Common Stock Value | 358 | 0 |
Total Stockholders' Equity | 358 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common Stock Value | 690 | 690 |
Total Stockholders' Equity | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Temporary equity shares outstanding | 24,015,645 | 0 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 125,000,000 | 125,000,000 |
Common stock shares issued | 3,584,355 | 0 |
Common stock shares outstanding | 3,584,355 | 0 |
Class B Common Stock [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statement Of Operatio
Condensed Statement Of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating and formation costs | $ 129,793 |
Loss from operations | 129,793 |
Other income (loss): | |
Interest earned on marketable securities held in Trust Account | 10,465 |
Transaction costs incurred in connection with initial public offering | (526,599) |
Fair Value Adjustment of Warrants | (6,168,620) |
Unrealized gain on marketable securities held in Trust Account | 8,513 |
Other loss, net | (6,676,241) |
Loss before provision for benefit from income taxes | (6,806,034) |
Net loss | (6,806,034) |
Class A common stock subject to possible redemption [Member] | |
Other income (loss): | |
Interest earned on marketable securities held in Trust Account | $ 18,978 |
Weighted average number of shares outstanding, basic and diluted | shares | 24,199,392 |
Earnings per share, basic and diluted | $ / shares | $ 0 |
Non-redeemable common stock [Member] | |
Other income (loss): | |
Net loss | $ 6,806,034 |
Weighted average number of shares outstanding, basic and diluted | shares | 8,319,429 |
Earnings per share, basic and diluted | $ / shares | $ (0.82) |
Condensed Statement Of Changes
Condensed Statement Of Changes In Stockholder's Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ 24,149 | $ 24,310 | $ (851) | $ 0 | $ 690 |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 6,900,000 | |||
Sale of 27,600,000 Unit, net of underwriting discounts, initial value of public and private placement warrants, and offering expenses | 251,938,342 | 251,935,582 | $ 2,760 | ||
Sale of 27,600,000 Unit, net of underwriting discounts, initial value of public and private placement warrants, and offering expenses, Shares | 27,600,000 | ||||
Class A common stock subject to possible redemption | (240,156,450) | (240,154,048) | $ (2,402) | ||
Class A common stock subject to possible redemption, Shares | (24,015,645) | ||||
Net loss | (6,806,034) | (6,806,034) | |||
Ending balance at Mar. 31, 2021 | $ 5,000,007 | $ 11,805,844 | $ (6,806,885) | $ 358 | $ 690 |
Ending balance, Shares at Mar. 31, 2021 | 3,584,355 | 6,900,000 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Stockholder's Equity (Parenthetical) - Class A Common Stock [Member] | 3 Months Ended |
Mar. 31, 2021shares | |
Number of units sold | 27,600,000 |
Common Stock [Member] | |
Number of units sold | 27,600,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (6,806,034) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 6,168,620 |
Interest earned on marketable securities held in Trust Account | (10,465) |
Transaction costs incurred in connection with IPO | 526,599 |
Unrealized gain on marketable securities held in Trust Account | (8,513) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (21,923) |
Accounts payable and accrued expenses | 124,257 |
Net cash used in operating activities | (27,459) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (276,000,000) |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 |
Proceeds from sale of Private Warrants | 7,270,000 |
Repayment of promissory note – related party | (125,000) |
Proceeds from promissory note – related party | 125,000 |
Payment of offering costs | (384,062) |
Net cash provided by financing activities | 277,365,938 |
Net Change in Cash | 1,338,479 |
Cash – Beginning of period | 0 |
Cash – End of period | 1,338,479 |
Non-Cash investing and financing activities: | |
Deferred underwriting fee payable | 9,660,000 |
Initial classification of common stock subject to possible redemption | 241,993,920 |
Change in value of common stock subject to possible redemption | (1,837,470) |
Offering costs included in accrued offering costs | $ 106,475 |
Description Of Organization And
Description Of Organization And Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pivotal Investment Corporation III (the “Company”) was incorporated in Delaware on October 6, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering were declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Pivotal Investment Holdings III LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,270,000, which is described in Note 4. Transaction costs amounted to $15,695,537, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. $15,168,938 of the transaction cost was charged to stockholders equity and $526,599 of transactions costs were expensed as a period expense as of the date of the initial public offering. Following the closing of the Initial Public Offering on February 11, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for tax obligations and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”) and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Restatement Of Previously Issued Financial Statement | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In a On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 11 th re-evaluate In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The following tables summarizes the effect of the restatement on the below financial statement line items as of February 11, 2021: As Previously Adjustments As Restated Balance sheet as of February 11, 2021 (audited) Warrant Liabilities $ — $ 20,604,690 $ 20,604,690 Class A Common Stock Subject to Possible Redemption 262,598,610 (20,604,690 ) 241,993,920 Class A Common Stock 134 206 340 Additional Paid-in 5,000,029 4,968,363 9,968,392 Accumulated Deficit (851 ) (4,968,569 ) (4,969,420 ) |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on April 6, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 8, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 non-cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial as of March 31, 2021. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 18,978 Less: interest available to be withdrawn for payment of taxes (18,978 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,199,392 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (6,806,034 ) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (6,806,034 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,319,429 Basic and diluted net loss per share, Non-redeemable $ (0.82 ) 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. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,270,000 Private Placement Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $7,270,000 in a private placement. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expi re worthless. As a result of the difference between the purchase price of the Private Placement Warrants of $1.00 and the fair value of $1.61, the Company recorded a charge of $4,441,970 which is recorded in the change in fair value of warrant liability for the period ended March 31, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Company’s sponsor (“Sponsor”) paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 8, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock resulting in there being an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one as-converted The holders of Founder Shares will agree, subject to certain 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 a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On December 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to MGG Investment Group LP, an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $125,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 8, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement On February 22, 2021, the Company entered into an agreement with a consultant for services related to a potential Business Combination. The agreement specifies that the consultant will provide the Company with advice on due diligence, deal structuring, documentation and obtaining shareholder approval for a cost of $9,917 per month or $119,000 in total if a Business Combination is closed at any time prior to February 22, 2022. The agreement may be terminated by either party by providing thirty (30) days written notice. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock Class A Common Stock Class B Common Stock — The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 9. WARRANTS The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the 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 Warrants will be exercisable on a cashless basis and be non-redeemable 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, assets held in the Trust Account were comprised of $276,018,978 in money market funds which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 276,018,978 Liabilities: Warrant Liability – Public Warrants 3 9,637,920 Warrant Liability – Private Placement Warrants 3 12,693,420 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public Warrants and the Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price will be used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: At February 8 As of March 31, Stock price $ 10.00 $ 10.00 Strike price $ 11.50 $ 11.50 Term (in years) 6.00 5.86 Volatility 24.0 % 24.0 % Risk-free rate 0.65 % 1.12 % Probability of acquisition 90.0 % 90.0 % The following table presents the changes in the fair value of warrant liabilities: Private Placement (1) Public Warrant Liabilities Fair value as of January 1, 2021 $ — — — Initial measurement on February 8 11,711,970 8,892,720 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Fair value as of March 31, 2021 $ 12,693,420 9,637,920 22,331,340 (1) As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 5), the Company recorded a charge of $4.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. 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 condensed financial statements. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on April 6, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 8, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 non-cash |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial as of March 31, 2021. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 18,978 Less: interest available to be withdrawn for payment of taxes (18,978 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,199,392 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (6,806,034 ) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (6,806,034 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,319,429 Basic and diluted net loss per share, Non-redeemable $ (0.82 ) |
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. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement Of Previously Iss_2
Restatement Of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Summary of Effect Of the Restatement on Financial Statements | The following tables summarizes the effect of the restatement on the below financial statement line items as of February 11, 2021: As Previously Adjustments As Restated Balance sheet as of February 11, 2021 (audited) Warrant Liabilities $ — $ 20,604,690 $ 20,604,690 Class A Common Stock Subject to Possible Redemption 262,598,610 (20,604,690 ) 241,993,920 Class A Common Stock 134 206 340 Additional Paid-in 5,000,029 4,968,363 9,968,392 Accumulated Deficit (851 ) (4,968,569 ) (4,969,420 ) |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Class A common stock subject to possible redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account 18,978 Less: interest available to be withdrawn for payment of taxes (18,978 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,199,392 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (6,806,034 ) Add: Net loss allocable to Class A common stock subject to possible redemption — Non-Redeemable $ (6,806,034 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 8,319,429 Basic and diluted net loss per share, Non-redeemable $ (0.82 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 276,018,978 Liabilities: Warrant Liability – Public Warrants 3 9,637,920 Warrant Liability – Private Placement Warrants 3 12,693,420 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: At February 8 As of March 31, Stock price $ 10.00 $ 10.00 Strike price $ 11.50 $ 11.50 Term (in years) 6.00 5.86 Volatility 24.0 % 24.0 % Risk-free rate 0.65 % 1.12 % Probability of acquisition 90.0 % 90.0 % |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities: Private Placement (1) Public Warrant Liabilities Fair value as of January 1, 2021 $ — — — Initial measurement on February 8 11,711,970 8,892,720 20,604,690 Change in valuation inputs or other assumptions 981,450 745,200 1,726,650 Fair value as of March 31, 2021 $ 12,693,420 9,637,920 22,331,340 |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Mar. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Entity incorporation, date of incorporation | Oct. 6, 2020 | ||
Proceeds From Issuance Of IPO | $ 270,480,000 | ||
Proceeds from Issuance of Private Placement | 7,270,000 | ||
Stock ìssuance costs | 15,695,537 | ||
Underwriting Fees | 5,520,000 | ||
Deferred underwriting fee | 9,660,000 | ||
Other offering costs | 515,537 | ||
Restricted Investments Term | 185 days | ||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||
Share Price | $ 10 | ||
Percentage of redeeming shares of public shares | 20.00% | ||
Interest amount to pay dissolution expenses | $ 100,000 | ||
Share value to be maintained for the assets available for distribution | $ 10 | ||
Reduce the amount of funds in the trust account below price per share | $ 10 | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||
Percentage of fair market value of target business to asset held in trust | 80.00% | ||
Percentage of voting equity interests acquired at the acquisition date | 50.00% | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Share Price | $ 10 | ||
Adjustment to additional paid in capital stock issuance costs | $ 15,168,938 | ||
Stock issuance costs charged to income statement | $ 526,599 | ||
Private Placement [Member] | Sponsor [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | |
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 |
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | |
Class A Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock Issued During Period Shares | 27,600,000 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock Issued During Period Shares | 27,600,000 | ||
Shares Issued Price Per Share | $ 10 | ||
Proceeds From Issuance Of IPO | $ 276,000,000 | ||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock Issued During Period Shares | 3,600,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statement - Summary of Effect Of the Restatement on Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Feb. 11, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant liabilities | $ 22,331,340 | $ 20,604,690 | $ 0 |
Class A Common Stock Subject to Possible Redemption | 240,156,450 | 0 | |
Additional paid-in capital | 11,805,844 | 9,968,392 | 24,310 |
Accumulated deficit | (6,806,885) | (4,969,420) | (851) |
As Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant liabilities | 0 | ||
Additional paid-in capital | 5,000,029 | ||
Accumulated deficit | (851) | ||
Adjustments [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant liabilities | 20,604,690 | ||
Additional paid-in capital | 4,968,363 | ||
Accumulated deficit | (4,968,569) | ||
Class A Common Stock [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | 241,993,920 | ||
Class A Common Stock | $ 358 | 340 | $ 0 |
Class A Common Stock [Member] | As Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | 262,598,610 | ||
Class A Common Stock | 134 | ||
Class A Common Stock [Member] | Adjustments [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Class A Common Stock Subject to Possible Redemption | (20,604,690) | ||
Class A Common Stock | $ 206 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statement - Additional Information (Details) | Mar. 31, 2021 |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Minimum Percentage Of Outstanding Single Class Stockholders Required TO Accept Tender | 50.00% |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 10,465 |
Numerator: Net Loss minus Net Earnings | |
Net loss | (6,806,034) |
Class A common stock subject to possible redemption [Member] | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | 18,978 |
Less: interest available to be withdrawn for payment of taxes | (18,978) |
Net income attributable | $ 0 |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | shares | 24,199,392 |
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | shares | 24,199,392 |
Basic and diluted net loss per share, Non-redeemable Common stock | $ / shares | $ 0 |
Non-redeemable common stock [Member] | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | shares | 8,319,429 |
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ / shares | $ (0.82) |
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock | shares | 8,319,429 |
Basic and diluted net loss per share, Non-redeemable Common stock | $ / shares | $ (0.82) |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ 6,806,034 |
Non-Redeemable Net Loss | $ (6,806,034) |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | |
Accrued for interest and penalties | 0 | |
FDIC insured amount | $ 250,000 | |
Warrant [Member] | ||
Significant Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,790,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - Class A Common Stock [Member] - $ / shares | Feb. 11, 2021 | Mar. 31, 2021 |
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 27,600,000 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 27,600,000 | |
Shares Issued Price Per Share | $ 10 | |
Stock Conversion Basis | Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Stock Issued During Period Shares | 3,600,000 | |
Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Shares issuable per warrant | 1 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 02, 2021 | Feb. 11, 2021 | Mar. 31, 2021 |
Proceeds from Issuance of Private Placement | $ 7,270,000 | ||
Adjustment to fair value of warrants | $ 6,168,620 | ||
Private Placement [Member] | |||
Exercise price of warrant | $ 1.61 | ||
Class of warrants or rights issue price per share | 1.00% | ||
Class of warrants or rights fair per share | $ 1.61 | ||
Adjustment to fair value of warrants | $ 4,441,970 | ||
Private Placement [Member] | Sponsor [Member] | |||
Stock Issued During Period Shares | 7,270,000 | 7,270,000 | |
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 |
Proceeds from Issuance of Private Placement | $ 7,270,000 | $ 7,270,000 | |
Class A Common Stock [Member] | |||
Stock Issued During Period Shares | 27,600,000 | ||
Class A Common Stock [Member] | Public Warrants [Member] | |||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 08, 2021 | Oct. 06, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Share price | $ 10 | |||
Working Capital Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument converted to warrants, conversion amount | $ 1,500,000 | |||
Debt instrument, convertible conversion price | $ 1 | |||
Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Exchange for issuance, shares | 27,600,000 | |||
Common stock shares outstanding | 3,584,355 | 0 | ||
Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares outstanding | 6,900,000 | 6,900,000 | ||
Subject to forfeiture, shares | 900,000 | |||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Offering and formation costs | $ 25,000 | |||
Exchange for issuance, shares | 5,750,000 | |||
Line of credit facility maximum borrowing capacity | $ 125,000 | |||
Description Of Initial Stockholders | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||
Sponsor [Member] | Common Class A [Member] | Share Price Equals or Exceeds $12.00 Per Share [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share price | $ 12 | |||
Common stock, transfers, threshold trading days | 20 days | |||
Common stock transfers threshold consecutive trading days | 30 days | |||
Common stock transfers restriction on number of days from the date of business combination | 150 days | |||
Sponsor [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock dividend shares | 0.2 | |||
Common stock shares outstanding | 6,900,000 | |||
Common stock issued and outstanding percentage | 20.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Feb. 22, 2021 | Feb. 08, 2021 |
Deferred Fee Per Unit | $ 0.35 | |
Deferred Underwriting Commissions | $ 9,660,000 | |
Professional Fees | $ 9,917 | |
Deferred Success Cost | $ 119,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 125,000,000 | 125,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 3,584,355 | 0 |
Common stock shares outstanding | 3,584,355 | 0 |
Temporary equity shares outstanding | 24,015,645 | 0 |
Common stock threshold percentage on conversion of shares | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Warrants - Additional Informtio
Warrants - Additional Informtion (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Share price | $ 10 |
Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% |
Common Class A [Member] | Share Trigger Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 9.20 |
Common Class A [Member] | Share Trigger Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Number of days of notice to be given for redemption of warrants | 30 days |
Share price | $ 9.20 |
Class of warrant or right adjustment to exercise price percentage | 115.00% |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of consecutive trading days for determining share price | 30 days |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
Public Warrants [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days |
Number of consecutive tradings days for the purpose of determining the fair market value of common stock triggering warrant redemption | 10 days |
Public Warrants [Member] | Common Class A [Member] | Share Trigger Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, redemption price | $ 0.01 |
Number of days of notice to be given for redemption of warrants | 30 days |
Share price that triggers warrant redemption | $ 18 |
Public Warrants [Member] | Common Class A [Member] | Share Trigger Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, redemption price | $ 0.10 |
Number of days of notice to be given for redemption of warrants | 30 days |
Share price that triggers warrant redemption | $ 18 |
Warrant instrument redemption threshold trading days | 20 days |
Warrant instrument redemption threshold consecutive trading days | 30 days |
Share price that triggers warrant redemption percentage | 180.00% |
Public Warrants [Member] | Common Class A [Member] | Share Price Equals or Exceeds 10 Per share [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account | $ 276,018,978 | $ 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 276,018,978 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrant Liability – Public Warrants | 9,637,920 | |
Warrant Liability – Private Placement Warrants | $ 12,693,420 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) | Mar. 31, 2021yr | Feb. 08, 2021yr |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 10 | 10 |
Strike price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 11.50 | 11.50 |
Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 5.86 | 6 |
Volatility % [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 24 | 24 |
Risk-free rate % [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 1.12 | 0.65 |
Probability of acquisition [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements | 90 | 90 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | $ 0 | |
Initial measurement on February 8, 2021 | 20,604,690 | |
Change in valuation inputs or other assumptions | 1,726,650 | |
Fair value as of March 31, 2021 | 22,331,340 | |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | 0 | |
Initial measurement on February 8, 2021 | 8,892,720 | |
Change in valuation inputs or other assumptions | 745,200 | |
Fair value as of March 31, 2021 | 9,637,920 | |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of January 1, 2021 | 0 | [1] |
Initial measurement on February 8, 2021 | 11,711,970 | [1] |
Change in valuation inputs or other assumptions | 981,450 | [1] |
Fair value as of March 31, 2021 | $ 12,693,420 | [1] |
[1] | As a result of the difference in fair value of $1.61 per share of the Private Placement warrants and the purchase of $1.00 per share (see Note 5), the Company recorded a charge of $4.4 million as of the date of the Private Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Parenthetical) (Details) - Private Placement [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Nov. 02, 2021 | Feb. 11, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Exercise price of warrant | $ 1.61 | ||
Offering costs | $ 4.4 | ||
Sponsor [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Shares Issued Price Per Share | $ 1 | $ 1 | $ 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities held in Trust Account | $ 276,018,978 | $ 0 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities held in Trust Account | $ 276,018,978 |