Cover Page
Cover Page - USD ($) | 10 Months Ended | ||
Sep. 30, 2021 | Dec. 22, 2021 | Mar. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Registrant Name | Northern Star Investment Corp. IV | ||
Entity Central Index Key | 0001835814 | ||
Entity Address, State or Province | NY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4156787 | ||
Entity File Number | 001-40135 | ||
Entity Shell Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | NSTD | ||
Security Exchange Name | NYSE | ||
Entity Address, Address Line One | The Chrysler Building | ||
Entity Address, Address Line Two | 405 Lexington Avenue | ||
Entity Address, Address Line Three | 11th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10174 | ||
City Area Code | 212 | ||
Local Phone Number | 818-8800 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant | ||
Trading Symbol | NSTD.U | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | NSTD WS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 40,000,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) |
Current assets | |
Cash | $ 1,029,943 |
Prepaid expenses and other current assets | 29,842 |
Total Current Assets | 1,059,785 |
Marketable securities held in Trust Account | 400,021,169 |
TOTAL ASSETS | 401,080,954 |
Current liabilities | |
Accounts payable and accrued expenses | 378,535 |
Accrued offering costs | 24,550 |
Total Current Liabilities | 403,085 |
Warrant Liabilities | 14,610,834 |
Deferred underwriting payable | 14,000,000 |
TOTAL LIABILITIES | 29,013,919 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption 40,000,000 shares at redemption value | 400,000,000 |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (27,933,965) |
Total Stockholders' Deficit | (27,932,965) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 401,080,954 |
Class A Common Stock [Member] | |
Stockholders' Deficit | |
Common stock | 0 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common stock | $ 1,000 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares, Issued | 0 |
Class A Common Stock [Member] | |
Common stock par value | $ / shares | $ 0.0001 |
Common stock shares authorized | 125,000,000 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Common stock shares subject to possible redemption | 40,000,000 |
Class B common stock [Member] | |
Common stock par value | $ / shares | $ 0.0001 |
Common stock shares authorized | 25,000,000 |
Common stock shares issued | 10,000,000 |
Common stock shares outstanding | 10,000,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations | 10 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Formation and operational costs | $ 587,187 |
Loss from operations | (587,187) |
Other income (expense): | |
Change in fair value of warrant liabilities | 1,346,166 |
Transaction costs allocated to warrant liabilities | (377,083) |
Interest earned on marketable securities held in Trust Account | 21,169 |
Other income, net | 990,252 |
Net income | $ 403,065 |
Basic and diluted net loss per share | $ / shares | $ 0.01 |
Class A Common Stock [Member] | |
Other income (expense): | |
Weighted average shares outstanding, basic and diluted | shares | 27,631,579 |
Basic and diluted net loss per share | $ / shares | $ 0.01 |
Class B Common Stock [Member] | |
Other income (expense): | |
Weighted average shares outstanding, basic and diluted | shares | 9,095,395 |
Basic and diluted net loss per share | $ / shares | $ 0.01 |
Statement of Changes In Stockho
Statement of Changes In Stockholders' Deficit - USD ($) | Total | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] |
Beginning Balance at Nov. 29, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance, shares at Nov. 29, 2020 | 0 | ||||
Issuance of Class B common stock to Sponsor, Value | 25,000 | 23,994 | 0 | $ 1,006 | |
Issuance of Class B common stock to Sponsor, Shares | 10,062,500 | ||||
Net income loss | (875) | (875) | |||
Ending Balance at Dec. 31, 2020 | 24,125 | 23,994 | (875) | $ 0 | $ 1,006 |
Ending Balance, shares at Dec. 31, 2020 | 0 | 10,062,500 | |||
Beginning Balance at Nov. 29, 2020 | 0 | 0 | 0 | $ 0 | $ 0 |
Beginning balance, shares at Nov. 29, 2020 | 0 | ||||
Remeasurement adjustment on redeemable common stock | $ 28,634,030 | ||||
Forfeiture of Founder Shares, Value | (6) | ||||
Ending Balance at Sep. 30, 2021 | (27,933,965) | 0 | (27,933,965) | $ 0 | $ 1,000 |
Ending Balance, shares at Sep. 30, 2021 | 0 | 10,000,000 | |||
Beginning Balance at Dec. 31, 2020 | 24,125 | 23,994 | (875) | $ 0 | $ 1,006 |
Beginning balance, shares at Dec. 31, 2020 | 0 | 10,062,500 | |||
Cash paid in excess of fair value of private warrants | 273,000 | 273,000 | 0 | ||
Remeasurement adjustment on redeemable common stock | (28,634,030) | (297,000) | (28,337,030) | ||
Net income loss | (484,407) | (484,407) | |||
Ending Balance at Mar. 31, 2021 | (28,821,312) | (6) | (28,822,312) | $ 0 | $ 1,006 |
Ending Balance, shares at Mar. 31, 2021 | 0 | 10,062,500 | |||
Forfeiture of Founder Shares, Value | 6 | $ (6) | |||
Forfeiture of Founder Shares, Shares | (62,500) | ||||
Net income loss | (8,006,100) | (8,006,100) | |||
Ending Balance at Jun. 30, 2021 | (36,827,412) | 0 | (36,828,412) | $ 0 | $ 1,000 |
Ending Balance, shares at Jun. 30, 2021 | 0 | 10,000,000 | |||
Net income loss | 8,894,447 | 8,894,447 | |||
Ending Balance at Sep. 30, 2021 | $ (27,933,965) | $ 0 | $ (27,933,965) | $ 0 | $ 1,000 |
Ending Balance, shares at Sep. 30, 2021 | 0 | 10,000,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 10 Months Ended |
Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |
Net income | $ 403,065 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (1,346,166) |
Transaction costs allocated to warrant liabilities | 377,083 |
Interest earned on marketable securities held in Trust Account | (21,169) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (29,842) |
Accounts payable and accrued expenses | 378,535 |
Net cash used in operating activities | (238,494) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (400,000,000) |
Net cash used in investing activities | (400,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 392,000,000 |
Proceeds from sale of Private Placement Warrants | 9,750,000 |
Proceeds from promissory note—related party | 150,000 |
Repayment of promissory note – related party | (150,000) |
Payment of offering costs | (481,563) |
Net cash provided by financing activities | 401,268,437 |
Net Change in Cash | 1,029,943 |
Cash – Beginning of period | 0 |
Cash – End of period | 1,029,943 |
Non-Cash investing and financing activities: | |
Offering costs included in accrued offering costs | 24,550 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 |
Forfeiture of Founder Shares | (6) |
Deferred underwriting fee payable | 14,000,000 |
Remeasurement adjustment on redeemable common stock | $ 28,634,030 |
Description of Organization and
Description of Organization and Business Operations | 10 Months Ended |
Sep. 30, 2021 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. IV (the “Company”) is a blank check company incorporated in Delaware on November 30, 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 although it intends to focus on target businesses in the direct-to-consumer e-commerce As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 30, 2020 (inception) through September 30, 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 a Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star IV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 5. Transaction costs amounted to $22,531,113, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $531,113 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $400,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) 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 Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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. 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 to pay its tax obligations). 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 the Founder Shares (as defined below in Note 6) have agreed to vote their Founder Shares 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. 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 have agreed (a) to waive their conversion rights with respect to their Founder Shares and Public Shares held by them 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 within the required time period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by 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 per-share The holders of the 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 7) 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 Liquidity and Going Concern As of September 30, 2021, the Company had $1,029,943 in its operating bank accounts, $400,021,169 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $798,038. As of September 30, 2021, approximately $21,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based on working capital deficit for one year from the date, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 10 Months Ended |
Sep. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary of previously issued financial statements | NOTE 2— RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021 and for the periods ended March 4 Stock control. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. Therefore, the Company’s management has concluded that temporary equity . , “Materiality,” and SEC Staff Accounting Bulletin . , “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in a restatement of previously issued financial statements to adjust the initial carrying value of the shares of Class A Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the shares of Class A Common Stock. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of March 4, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 366,286,010 $ 33,713,990 $ 400,000,000 Class A common stock $ 337 $ (337 ) $ — Additional paid-in $ 5,376,617 $ (5,376,617 ) $ — Accumulated deficit $ (377,958 ) $ (28,337,036 ) $ (28,714,994 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (33,713,990 ) $ (28,713,988 ) Number of shares subject to redemption 36,628,601 3,371,399 40,000,000 Condensed Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 366,178,680 $ 33,821,320 $ 400,000,000 Class A common stock $ 338 $ (338 ) $ — Additional paid-in $ 5,483,946 $ (5,483,946 ) $ — Accumulated deficit $ (485,282) $ (28,337,036) $ (28,822,318 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (33,821,320 ) $ (28,821,312 ) Number of shares subject to redemption 36,617,868 3,382,132 40,000,000 Condensed Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 358,172,580 $ 41,827,420 $ 400,000,000 Class A common stock $ 418 $ (418 ) $ — Additional paid-in $ 13,489,972 $ (13,489,972 ) $ — Accumulated deficit $ (8,491,382) $ (28,337,030 ) $ (36,828,412 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (41,827,420 ) $ (36,827,412 ) Number of shares subject to redemption 35,817,258 4,182,742 40,000,000 Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,628,601 (24,628,601) 12,000,000 Basic and diluted net loss per share, Common stock $ — $ (0.02) $ (0.02) Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 (1,011,420) 9,125,000 Basic and diluted net loss per share, Non-redeemable $ (0.05) $ 0.03 $ (0.02) Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,628,601 (27,702,981 ) 8,925,620 Basic and diluted net loss per share, Common stock $ — $ (0.03 ) $ (0.03) Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 (2,409,147 ) 7,727,273 Basic and diluted net loss per share, Non-redeemable $ (0.05) $ 0.02 $ (0.03) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,617,868 3,382,132 40,000,000 Basic and diluted net loss per share, Common stock $ — $ (0.16) $ (0.16) Basic and diluted weighted average shares outstanding, Non-redeemable 13,382,132 (3,382,132) 10,000,000 Basic and diluted net loss per share, Non-redeemable $ (0.60) $ 0.44 $ (0.16) Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,620,324 (14,356,173 ) 22,264,151 Basic and diluted net loss per share, Common stock $ — $ (0.27) $ (0.27) Basic and diluted weighted average shares outstanding, Non-redeemable 18,490,879 (9,788,049) 8,702,830 Basic and diluted net loss per share, Non-redeemable $ (0.46) $ 0.19 $ (0.27) Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited) Supplemental disclosures of non-cash Initial classification of Class A common stock subject to possible redemption $ 366,286,010 $ (366,286,010 ) $ — Change in value of Class A common stock subject to possible redemption (107,330 ) 107,330 — Remeasurement adjustment on redeemable common stock — 28,634,030 28,634,030 Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited) Supplemental disclosures of non-cash Initial classification of Class A common stock subject to possible redemption $ 366,286,010 $ (366,286,010 ) $ — Change in value of Class A common stock subject to possible redemption (8,113,430 ) 8,113,430 — Remeasurement adjustment on redeemable common stock — 28,634,030 28,634,030 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, 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 September 30, 2021. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $22,154,030 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $377,083 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which primarily invest in U.S. Treasury securities. 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 September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (6,480,000) Class A common stock issuance costs (22,154,030) Plus: Remeasurement of carrying value to redemption value $ 28,634,030 Class A common stock subject to possible redemption $ 400,000,000 Warrant Liabilities 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 statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 recoverability Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per Year Ended September 30, 2021 Class A Class B Basic and diluted net income ( ) Numerator: Allocation of net income (loss), as adjusted $ 303,246 $ 99,819 Denominator: Basic and diluted weighted average shares outstanding 27,631,579 9,095,395 Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying 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 non-current net-cash Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic470-20) (Subtopic815-40): (“ASU2020-06”), ASU2020-06 ASU2020-06 ASU2020-06 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. |
Public Offering
Public Offering | 10 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Public Offering | NOTE 4 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-sixth |
Private Placement
Private Placement | 10 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant is 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 expire worthless. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2020, the Company’s sponsor purchased an aggregate of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On March 1, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 62,500 shares of Class B common stock that remained subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriters’ over-allotment option expired unexercised on April 18, 2021, and, accordingly, 62,500 Founder Shares were forfeited, resulting in an aggregate of 10,000,000 Founder Shares outstanding. The holders of Founder Shares have agreed, 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 November 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 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
Commitments | 10 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 1, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to 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 registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day 250,000 The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 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. |
Stockholder's Deficit
Stockholder's Deficit | 10 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Deficit | NOTE 8 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock was 0 share 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 Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unles s the as-converted |
Warrant Liabilities
Warrant Liabilities | 10 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 9 — WARRANT LIABILITIES 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, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. 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. |
Income Tax
Income Tax | 10 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10 — INCOME TAX The Company’s net deferred tax assets (liability) at September 30, 2021 is as follows: September 30, 2021 Deferred tax assets (liability) Net operating loss carryforward $ 26,896 Start-Up Costs 91,705 Total deferred tax assets 118,601 Valuation Allowance (118,601 ) Deferred tax assets (liability) $ — The income tax provision for the period from November 30, 2020 (inception) through September 30, 2021 consists of the following: September 30, 2021 Federal Current $ — Deferred (118,601 ) State and Local Current — Deferred — Change in valuation allowance 118,601 Income tax provision $ — As of September 30, 2021, the Company had U.S. federal net operating loss carryovers of $128,075 which can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this ass e A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2021 is as follows: September 30, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % True-ups 0.0 % Meals and entertainment 0.0 % Change in fair value of warrants (70.1 )% Transaction costs Related To Warrants 19.6 % Valuation allowance 29.4 % Income tax provision 0.0 % The effective tax rate differs from the statutory tax rate of 21% for the period from November 30, 2020 (inception) through September 30, 2021 due The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11 — 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 400,021,169 Liabilities: Warrant Liability – Public 1 5,933,334 Warrant Liability – Private Placement 2 8,677,500 The Warrants were accounted for as liabilities in accordance with ASC815-40 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 on March 4, 2021, the close price of the public warrant price will be used as the fair value as of each relevant date. At September 30, 2021 the Private Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. The key input into the Monte Carlo Simulation model was as follows at initial measurement: March 4, 2021 Risk-free interest rate 0.91 % Trading days per year 252 Expected volatility 15.0 % Exercise price $ 11.50 Stock Price $ 10.00 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 9,477,000 6,480,000 15,957,000 Change in valuation inputs or other assumptions — — — Fair value as of March 31, 2021 9,477,000 $ 6,480,000 $ 15,957,000 Change in fair value 4,660,500 3,186,667 7,847,167 Transfer to Level 1 (9,666,667 ) (9,666,667 ) Fair value as of June 30, 2021 $ 14,137,500 $ — $ 14,137,500 Change in fair value (5,460,000 ) — (5,460,000 ) Transfer to Level 2 (8,677,500 ) — (8,677,500 ) Fair value as of September $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end $ . The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements for the period ended September 30, 2021 was $ . |
Subsequent Events
Subsequent Events | 10 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, 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 September 30, 2021. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $22,154,030 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $377,083 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which primarily invest in U.S. Treasury securities. |
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 September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (6,480,000) Class A common stock issuance costs (22,154,030) Plus: Remeasurement of carrying value to redemption value $ 28,634,030 Class A common stock subject to possible redemption $ 400,000,000 |
Warrant Liabilities | Warrant Liabilities 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 statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 recoverability |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per Year Ended September 30, 2021 Class A Class B Basic and diluted net income ( ) Numerator: Allocation of net income (loss), as adjusted $ 303,246 $ 99,819 Denominator: Basic and diluted weighted average shares outstanding 27,631,579 9,095,395 Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations |
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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying 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 non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic470-20) (Subtopic815-40): (“ASU2020-06”), ASU2020-06 ASU2020-06 ASU2020-06 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) | 10 Months Ended |
Sep. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary Of Restatement Of Previously Issued Financial Statements | The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of March 4, 2021 (audited) As Previously Adjustment As Restated Class A common stock subject to possible redemption $ 366,286,010 $ 33,713,990 $ 400,000,000 Class A common stock $ 337 $ (337 ) $ — Additional paid-in $ 5,376,617 $ (5,376,617 ) $ — Accumulated deficit $ (377,958 ) $ (28,337,036 ) $ (28,714,994 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (33,713,990 ) $ (28,713,988 ) Number of shares subject to redemption 36,628,601 3,371,399 40,000,000 Condensed Balance Sheet as of March 31, 2021 (unaudited) Class A common stock subject to possible redemption $ 366,178,680 $ 33,821,320 $ 400,000,000 Class A common stock $ 338 $ (338 ) $ — Additional paid-in $ 5,483,946 $ (5,483,946 ) $ — Accumulated deficit $ (485,282) $ (28,337,036) $ (28,822,318 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (33,821,320 ) $ (28,821,312 ) Number of shares subject to redemption 36,617,868 3,382,132 40,000,000 Condensed Balance Sheet as of June 30, 2021 (unaudited) Class A common stock subject to possible redemption $ 358,172,580 $ 41,827,420 $ 400,000,000 Class A common stock $ 418 $ (418 ) $ — Additional paid-in $ 13,489,972 $ (13,489,972 ) $ — Accumulated deficit $ (8,491,382) $ (28,337,030 ) $ (36,828,412 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (41,827,420 ) $ (36,827,412 ) Number of shares subject to redemption 35,817,258 4,182,742 40,000,000 Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,628,601 (24,628,601) 12,000,000 Basic and diluted net loss per share, Common stock $ — $ (0.02) $ (0.02) Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 (1,011,420) 9,125,000 Basic and diluted net loss per share, Non-redeemable $ (0.05) $ 0.03 $ (0.02) Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,628,601 (27,702,981 ) 8,925,620 Basic and diluted net loss per share, Common stock $ — $ (0.03 ) $ (0.03) Basic and diluted weighted average shares outstanding, Non-redeemable 10,136,420 (2,409,147 ) 7,727,273 Basic and diluted net loss per share, Non-redeemable $ (0.05) $ 0.02 $ (0.03) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,617,868 3,382,132 40,000,000 Basic and diluted net loss per share, Common stock $ — $ (0.16) $ (0.16) Basic and diluted weighted average shares outstanding, Non-redeemable 13,382,132 (3,382,132) 10,000,000 Basic and diluted net loss per share, Non-redeemable $ (0.60) $ 0.44 $ (0.16) Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Common stock 36,620,324 (14,356,173 ) 22,264,151 Basic and diluted net loss per share, Common stock $ — $ (0.27) $ (0.27) Basic and diluted weighted average shares outstanding, Non-redeemable 18,490,879 (9,788,049) 8,702,830 Basic and diluted net loss per share, Non-redeemable $ (0.46) $ 0.19 $ (0.27) Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited) Supplemental disclosures of non-cash Initial classification of Class A common stock subject to possible redemption $ 366,286,010 $ (366,286,010 ) $ — Change in value of Class A common stock subject to possible redemption (107,330 ) 107,330 — Remeasurement adjustment on redeemable common stock — 28,634,030 28,634,030 Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited) Supplemental disclosures of non-cash Initial classification of Class A common stock subject to possible redemption $ 366,286,010 $ (366,286,010 ) $ — Change in value of Class A common stock subject to possible redemption (8,113,430 ) 8,113,430 — Remeasurement adjustment on redeemable common stock — 28,634,030 28,634,030 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Basic And Diluted Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income per Year Ended September 30, 2021 Class A Class B Basic and diluted net income ( ) Numerator: Allocation of net income (loss), as adjusted $ 303,246 $ 99,819 Denominator: Basic and diluted weighted average shares outstanding 27,631,579 9,095,395 Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 |
Summary Of Class A Common Stock subject To Redemption | At September 30, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (6,480,000) Class A common stock issuance costs (22,154,030) Plus: Remeasurement of carrying value to redemption value $ 28,634,030 Class A common stock subject to possible redemption $ 400,000,000 |
Income Tax (Tables)
Income Tax (Tables) | 10 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of net deferred tax assets (liability) | The Company’s net deferred tax assets (liability) at September 30, 2021 is as follows: September 30, 2021 Deferred tax assets (liability) Net operating loss carryforward $ 26,896 Start-Up Costs 91,705 Total deferred tax assets 118,601 Valuation Allowance (118,601 ) Deferred tax assets (liability) $ — |
Summary of income tax provision | The income tax provision for the period from November 30, 2020 (inception) through September 30, 2021 consists of the following: September 30, 2021 Federal Current $ — Deferred (118,601 ) State and Local Current — Deferred — Change in valuation allowance 118,601 Income tax provision $ — |
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2021 is as follows: September 30, Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % True-ups 0.0 % Meals and entertainment 0.0 % Change in fair value of warrants (70.1 )% Transaction costs Related To Warrants 19.6 % Valuation allowance 29.4 % Income tax provision 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 400,021,169 Liabilities: Warrant Liability – Public 1 5,933,334 Warrant Liability – Private Placement 2 8,677,500 |
Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placemnets Warrnts And Public Warrants at Intial Measurement | The key input into the Monte Carlo Simulation model was as follows at initial measurement: March 4, 2021 Risk-free interest rate 0.91 % Trading days per year 252 Expected volatility 15.0 % Exercise price $ 11.50 Stock Price $ 10.00 |
Schedule of Changes In The Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 9,477,000 6,480,000 15,957,000 Change in valuation inputs or other assumptions — — — Fair value as of March 31, 2021 9,477,000 $ 6,480,000 $ 15,957,000 Change in fair value 4,660,500 3,186,667 7,847,167 Transfer to Level 1 (9,666,667 ) (9,666,667 ) Fair value as of June 30, 2021 $ 14,137,500 $ — $ 14,137,500 Change in fair value (5,460,000 ) — (5,460,000 ) Transfer to Level 2 (8,677,500 ) — (8,677,500 ) Fair value as of September $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional information (Detail) - USD ($) | Sep. 30, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Sale of stock issue price per share | $ 10 | $ 10 | ||
Payments To Acquire Restricted Investments | $ 400,000,000 | $ 400,000,000 | ||
Term of restricted investments | 185 days | |||
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | ||
Equity method investment ownership percentage | 50.00% | 50.00% | ||
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | |||
Estimated expenses payable on dissolution | $ 100,000 | $ 100,000 | ||
Due from banks | 1,029,943 | 1,029,943 | ||
Assets held in trust | 400,021,169 | 400,021,169 | ||
Working capital deficit | 798,038 | 798,038 | ||
Investment Income, Interest | $ 21,000 | $ 21,169 | ||
Minimum [Member] | ||||
Temporary equity redemption price per shares | $ 10 | $ 10 | ||
Percentage of the fair value of assets in the trust account of the prospective acquire excluding deferred underwriting commission and discount | 80.00% | 80.00% | ||
Per share amount to be maintained in the trust account | $ 10 | $ 10 | ||
IPO [Member] | ||||
Sale of stock issue price per share | 10 | $ 10 | ||
Adjustments to additional paid in capital stock issuance costs | $ 22,531,113 | |||
Underwriting Fee | 8,000,000 | |||
Deferred Underwriting Fee Payable Current | 14,000,000 | |||
Other offering costs | 531,113 | |||
Private Placement [Member] | ||||
Proceeds from issuance of warrants | $ 9,750,000 | |||
Class of warrants or rights issue of warrants during the period | 9,750,000 | |||
Class of warrants or rights issue price per share | $ 1 | $ 1 | ||
Over-Allotment Option [Member] | ||||
Stock shares issued during the period shares | 5,000,000 | |||
Class A Common Stock [Member] | ||||
Proceeds from initial public offering | $ 400,000,000 | |||
Percentage of the public shareholding eligible for transfer without restrictions | 20.00% | 20.00% | ||
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100.00% | 100.00% | ||
Class A Common Stock [Member] | IPO [Member] | ||||
Stock shares issued during the period shares | 40,000,000 | 40,000,000 | ||
Sale of stock issue price per share | $ 10 | |||
Proceeds from initial public offering | $ 400,000,000 | |||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||
Stock shares issued during the period shares | 5,000,000 | 5,000,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statement - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Banking Regulation, Mortgage Banking, Net Worth, Minimum | $ 5,000,001 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statement - Summary Of Restatement Of Previously Issued Financial Statements (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 10 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 04, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional Paid-in Capital | $ 0 | |||||
Accumulated Deficit | (27,933,965) | |||||
Total Stockholders' Deficit | $ (27,932,965) | |||||
Basic and diluted net loss per share | $ 0.01 | |||||
Remeasurement adjustment on redeemable common stock | $ 28,634,030 | |||||
As Previously Reported [member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | $ 358,172,580 | $ 366,178,680 | $ 366,178,680 | $ 358,172,580 | $ 366,286,010 | |
Class A Common Stock | 418 | 338 | 338 | 418 | 337 | |
Additional Paid-in Capital | 13,489,972 | 5,483,946 | 5,483,946 | 13,489,972 | 5,376,617 | |
Accumulated Deficit | (8,491,382) | (485,282) | (485,282) | (8,491,382) | (377,958) | |
Total Stockholders' Deficit | $ 5,000,008 | $ 5,000,008 | $ 5,000,008 | $ 5,000,008 | $ 5,000,002 | |
Number of shares subject to redemption | 35,817,258 | 36,617,868 | 36,617,868 | 35,817,258 | 36,628,601 | |
Initial classification of Class A common stock subject to possible redemption | $ 366,286,010 | $ 366,286,010 | ||||
Change in value of Class A common stock subject to possible redemption | (107,330) | (8,113,430) | ||||
Remeasurement adjustment on redeemable common stock | $ 0 | $ 0 | ||||
As Previously Reported [member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 36,617,868 | 36,628,601 | 36,628,601 | 36,620,324 | ||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | ||
As Previously Reported [member] | Non Redeemable Common Stock [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 13,382,132 | 10,136,420 | 10,136,420 | 18,490,879 | ||
Basic and diluted net loss per share | $ (0.60) | $ (0.05) | $ (0.05) | $ (0.46) | ||
Adjustments [member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | $ 41,827,420 | $ 33,821,320 | $ 33,821,320 | $ 41,827,420 | $ 33,713,990 | |
Class A Common Stock | (418) | (338) | (338) | (418) | (337) | |
Additional Paid-in Capital | (13,489,972) | (5,483,946) | (5,483,946) | (13,489,972) | (5,376,617) | |
Accumulated Deficit | (28,337,030) | (28,337,036) | (28,337,036) | (28,337,030) | (28,337,036) | |
Total Stockholders' Deficit | $ (41,827,420) | $ (33,821,320) | $ (33,821,320) | $ (41,827,420) | $ (33,713,990) | |
Number of shares subject to redemption | 4,182,742 | 3,382,132 | 3,382,132 | 4,182,742 | 3,371,399 | |
Initial classification of Class A common stock subject to possible redemption | $ (366,286,010) | $ (366,286,010) | ||||
Change in value of Class A common stock subject to possible redemption | 107,330 | 8,113,430 | ||||
Remeasurement adjustment on redeemable common stock | $ 28,634,030 | $ 28,634,030 | ||||
Adjustments [member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 3,382,132 | (24,628,601) | (27,702,981) | (14,356,173) | ||
Basic and diluted net loss per share | $ (0.16) | $ (0.02) | $ (0.03) | $ (0.27) | ||
Adjustments [member] | Non Redeemable Common Stock [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | (3,382,132) | (1,011,420) | (2,409,147) | (9,788,049) | ||
Basic and diluted net loss per share | $ 0.44 | $ 0.03 | $ 0.02 | $ 0.19 | ||
As Restated [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A Common Stock Subject to Possible Redemption | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |
Class A Common Stock | 0 | 0 | 0 | 0 | 0 | |
Additional Paid-in Capital | 0 | 0 | 0 | 0 | 0 | |
Accumulated Deficit | (36,828,412) | (28,822,318) | (28,822,318) | (36,828,412) | (28,714,994) | |
Total Stockholders' Deficit | $ (36,827,412) | $ (28,821,312) | $ (28,821,312) | $ (36,827,412) | $ (28,713,988) | |
Number of shares subject to redemption | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | |
Initial classification of Class A common stock subject to possible redemption | $ 0 | $ 0 | ||||
Change in value of Class A common stock subject to possible redemption | 0 | 0 | ||||
Remeasurement adjustment on redeemable common stock | $ 28,634,030 | $ 28,634,030 | ||||
As Restated [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 40,000,000 | 12,000,000 | 8,925,620 | 22,264,151 | ||
Basic and diluted net loss per share | $ (0.16) | $ (0.02) | $ (0.03) | $ (0.27) | ||
As Restated [Member] | Non Redeemable Common Stock [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 10,000,000 | 9,125,000 | 7,727,273 | 8,702,830 | ||
Basic and diluted net loss per share | $ (0.16) | $ (0.02) | $ (0.03) | $ (0.27) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 10 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Nov. 29, 2020 | |
Cash and cash equivalents | $ 1,029,943 | $ 1,029,943 | $ 0 |
Unrecognised income tax benefits | 0 | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | 0 | |
Cash insured with federal depository insurance | $ 250,000 | 250,000 | |
Warrant [Member] | Common Class A [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 16,416,667 | ||
Cash Equivalents [Member] | |||
Cash and cash equivalents | $ 0 | 0 | |
IPO [Member] | |||
Offering costs associate to initial public offering | 22,154,030 | ||
Offering costs allocated to warrant liabilities | $ 377,083 |
Summary Of Significant Account
Summary Of Significant Accounting Policies - Summary Of Class A Common Stock (Details) - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Temporary Equity [Line Items] | ||
Remeasurement of carrying value to redemption value | $ (28,634,030) | |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | $ 400,000,000 | |
Proceeds allocated to Public Warrants | (6,480,000) | |
Class A common stock issuance costs | (22,154,030) | |
Remeasurement of carrying value to redemption value | 28,634,030 | |
Class A common stock subject to possible redemption | $ 400,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Income (Loss) Per Common Share (Detail) | 10 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Earnings allocable to Class A common stock subject to possible redemption [Abstract] | |
Basic and diluted net income (loss) per share | $ 0.01 |
Common Class A [Member] | |
Earnings allocable to Class A common stock subject to possible redemption [Abstract] | |
Allocation of net loss, as adjusted | $ | $ 303,246 |
Basic and diluted weighted average shares outstanding | shares | 27,631,579 |
Basic and diluted net income (loss) per share | $ 0.01 |
Common Class B [Member] | |
Earnings allocable to Class A common stock subject to possible redemption [Abstract] | |
Allocation of net loss, as adjusted | $ | $ 99,819 |
Basic and diluted weighted average shares outstanding | shares | 9,095,395 |
Basic and diluted net income (loss) per share | $ 0.01 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | Mar. 04, 2021 | Sep. 30, 2021 |
Initial Public Offering Disclosure [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Class A Common Stock [Member] | Public Warrant [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | |
Description of class of warrant or right | Each Unit consists of one share of Class A common stock and one-sixth of one redeemable warrant (“Public Warrant”). | |
Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 40,000,000 | 40,000,000 |
Sale of stock issue price per share | $ 10 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||
Initial Public Offering Disclosure [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | 5,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] | 10 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Disclosure Of Private Placement [Line Items] | |
Class of warrants or rights issue of warrants during the period | shares | 9,750,000 |
Class of warrants or rights issue price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 9,750,000 |
Class of warrants or rights exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 18, 2021 | Mar. 04, 2021 | Dec. 18, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 01, 2021 | Nov. 30, 2020 |
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 150,000 | ||||||
Debt outstanding amount | $ 150,000 | ||||||
Debt instrument maturity date | Jun. 30, 2021 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares, outstanding | 10,000,000 | ||||||
Forfeiture of Founder Shares | (62,500) | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares, outstanding | 0 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares, outstanding | 10,000,000 | ||||||
Period after consummation of business combination within which shares shall not be transferred | 1 year | ||||||
Number of consecutive trading days for determining the share price | 20 days | ||||||
Number of trading days | 30 days | ||||||
Forfeiture of Founder Shares | 62,500 | ||||||
Founder Shares [Member] | Restriction Period One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | ||||||
Founder Shares [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Dividends payable amount per share | $ 0.167 | ||||||
Common stock, shares, outstanding | 10,062,500 | ||||||
Founder Shares [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares, outstanding | 10,000,000 | ||||||
Common stock shares outstanding subject to forfeiture | 62,500 | ||||||
Percentage of common stock issued and outstanding after IPO | 20.00% | ||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, founder shares | 8,625,000 | ||||||
Proceeds from issue of common stock to the sponsor | $ 25,000 | ||||||
Founder Shares [Member] | Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 12 | ||||||
Warrant [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument conversion amount | $ 1,000,000 | ||||||
Debt conversion price per share | $ 1 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Commitments [Line Items] | ||
Options granted to the underwriters term | 45 days | |
Stock repurchased during period, shares | 250,000 | |
Sale of stock issue price per share | $ 10 | |
Deferred underwriting fee per unit | $ 0.35 | |
Payments for underwriting expenses | $ 14,000,000 | |
Common stock shares subscribed but not yet issued | 5,250,000 | |
Over-Allotment Option [Member] | ||
Commitments [Line Items] | ||
Stock shares issued during the period shares | 5,000,000 | |
Over-Allotment Option [Member] | Underwriting agreement [Member] | ||
Commitments [Line Items] | ||
Stock shares issued during the period shares | 250,000 | |
Stock repurchased during period, shares | 10 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Detail) - $ / shares | 10 Months Ended | ||
Sep. 30, 2021 | Apr. 18, 2021 | Mar. 01, 2021 | |
Class of Stock [Line Items] | |||
Preferred Stock shares authorized | 1,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 10,000,000 | ||
Founder Shares [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 10,062,500 | ||
Dividend payable amount per share | $ 0.167 | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 125,000,000 | ||
Common stock par or stated Value per share | $ 0.0001 | ||
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common stock shares subject to possible redemption | 40,000,000 | ||
Class A Common Stock [Member] | Future Conversion From Class B To Class A [Member] | |||
Class of Stock [Line Items] | |||
Percentage of the common stock shares outstanding on conversion from one class to another | 20.00% | ||
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 25,000,000 | ||
Common stock par or stated Value per share | $ 0.0001 | ||
Common stock voting rights | one vote for each share | ||
Common stock shares issued | 10,000,000 | ||
Common stock shares outstanding | 10,000,000 | ||
Class B Common Stock [Member] | Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares issued | 10,000,000 | ||
Common stock shares outstanding | 10,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 10 Months Ended |
Sep. 30, 2021$ / shares | |
Minimum [Member] | Triggering Share Price One [Member] | |
Number of days of notice to be given for the redemption of warrants | 30 days |
Share price | $ 18 |
Number of consecutive trading days for determining the share price | 20 days |
Number of trading days for determining the share price | 30 days |
Warrant Redemption Price One [Member] | Minimum [Member] | Triggering Share Price One [Member] | |
Class of warrants or rights redemption price | $ 0.01 |
Public Warrants [Member] | |
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 days |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 days |
Income Tax - Summary of Net Def
Income Tax - Summary of Net Deferred Tax Assets (Liability) (Detail) | Sep. 30, 2021USD ($) |
Deferred tax assets (liability) | |
Net operating loss carryforward | $ 26,896 |
Start-Up Costs | 91,705 |
Total deferred tax assets | 118,601 |
Valuation Allowance | (118,601) |
Deferred tax assets (liability) | $ 0 |
Income Tax - Summary of Income
Income Tax - Summary of Income Tax Provision (Detail) | 10 Months Ended |
Sep. 30, 2021USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (118,601) |
State and Local | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 118,601 |
Income tax provision | $ 0 |
Income Tax - Summary of Reconci
Income Tax - Summary of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 10 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Nov. 30, 2021 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | |
True-ups | 0.00% | |
Meals and entertainment | 0.00% | |
Change in fair value of warrants | (70.1) | |
Transaction costs Related To Warrants | 19.60% | |
Valuation allowance | 29.40% | |
Income tax provision | 0.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Nov. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Net operating loss carryforwards | $ 128,075 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 10 Months Ended |
Sep. 30, 2021USD ($) | |
Transfer to Level 2 | $ 8,677,500 |
Public Warrants [Member] | |
Fair value of the liabilities transferred from a Level 3 to a Level 1 | $ 9,666,667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) | Sep. 30, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 400,021,169 |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | 400,021,169 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | 5,933,334 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | $ 8,677,500 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Placements Warrants and Public Warrants at Initial Measurement (Detail) | Mar. 04, 2021d |
Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0.91 |
Trading days per year [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 252 |
Expected volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 15 |
Exercise price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 11.50 |
Stock Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 10 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | ||||
Transfer to Level 2 | $ 8,677,500 | |||
Private Placement [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value, Beginning Balance | $ 0 | $ 14,137,500 | $ 9,477,000 | |
Initial measurement on March 4, 2021 | 9,477,000 | |||
Change in fair value | (5,460,000) | 4,660,500 | ||
Transfer to Level 2 | (8,677,500) | |||
Fair value, Ending Balance | 9,477,000 | 0 | 14,137,500 | 0 |
Public Warrants [Member] | ||||
Changes In Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value, Beginning Balance | 0 | 0 | 6,480,000 | |
Initial measurement on March 4, 2021 | 6,480,000 | |||
Change in fair value | 0 | 3,186,667 | ||
Transfer to Level 1 | (9,666,667) | |||
Transfer to Level 2 | 0 | |||
Fair value, Ending Balance | 6,480,000 | 0 | 0 | 0 |
Warrant Liabilities | ||||
Changes In Fair Value Of Warrant Liabilities [Line Items] | ||||
Fair value, Beginning Balance | 0 | 14,137,500 | 15,957,000 | |
Initial measurement on March 4, 2021 | 15,957,000 | |||
Change in fair value | (5,460,000) | 7,847,167 | ||
Transfer to Level 1 | (9,666,667) | |||
Transfer to Level 2 | (8,677,500) | |||
Fair value, Ending Balance | $ 15,957,000 | $ 0 | $ 14,137,500 | $ 0 |