Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Amendment Flag | false | |
Entity Central Index Key | 0001836154 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Decarbonization Plus Acquisition Corporation II | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40000 | |
Entity Tax Identification Number | 85-4197795 | |
Entity Address, Address Line One | 2744 Sand Hill Road, | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Menlo Park, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | 212 | |
Local Phone Number | 993-0076 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | DCRN | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-third of one warrant | |
Trading Symbol | DCRNU | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | DCRNW | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 0 | $ 325,000 |
Prepaid insurance | 668,538 | |
Total Current Assets | 668,538 | 325,000 |
Investments held in Trust Account | 402,515,460 | |
Prepaid insurance | 230,738 | |
Deferred offering costs | 0 | 164,788 |
Total assets | 403,414,781 | 489,788 |
Current liabilities: | ||
Accounts payable - offering costs (affiliate) | 117,288 | |
Accounts payable - affiliate | 1,137,323 | 973 |
Accrued expenses | 2,733,750 | |
Accounts payable - franchise tax | 128,219 | |
Sponsor note payable | 300,000 | |
Accrued offering expenses | 437,500 | 47,500 |
Total current liabilities | 4,436,792 | 465,761 |
Warrant liabilities | 25,563,500 | |
Deferred underwriting fee payable | 14,087,500 | |
Total liabilities | 44,087,792 | 465,761 |
COMMITMENTS AND CONTINGENCIES | ||
Class A common stock subject to possible redemption, 40,250,000 and no shares at $10.00 per share at September 30, 2021 and December 31, 2020, respectively | 402,500,000 | |
Stockholders' (deficit) equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 23,994 | |
Accumulated deficit | (43,174,017) | (973) |
Total stockholders' (deficit) equity | (43,173,011) | 24,027 |
Total liabilities and stockholders' (deficit) equity | 403,414,781 | 489,788 |
Class B Common Stock | ||
Stockholders' (deficit) equity: | ||
Common stock value | 1,006 | 1,006 |
Total stockholders' (deficit) equity | $ 1,006 | $ 1,006 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock subject to possible redemption | 40,250,000 | 0 |
Common stock subject to possible redemption, per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
UNAUDITED STATEMENTS OF OPERATI
UNAUDITED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating expenses: | ||
General and administrative expenses | $ 765,440 | $ 5,781,741 |
Franchise tax expense | 50,411 | 128,219 |
Loss from operations | (815,851) | (5,909,960) |
Other income (expense): | ||
Interest earned on investments held in Trust Account | 6,078 | 15,460 |
Offering costs allocated to warrant liabilities | (1,048,296) | |
Change in fair value of warrant liabilities | 5,148,501 | 3,485,840 |
Net income (loss) | $ 4,338,728 | $ (3,456,956) |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average number of shares of Class A and B common stock, basic and diluted | 40,250,000 | 34,626,838 |
Income (Loss)/Basic and diluted Class A and B common stock | $ 0.09 | $ (0.08) |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average number of shares of Class A and B common stock, basic and diluted | 10,062,500 | 10,062,500 |
Income (Loss)/Basic and diluted Class A and B common stock | $ 0.09 | $ (0.08) |
UNAUDITED STATEMENT OF CHANGES
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balances at beginning at Dec. 31, 2020 | $ 24,027 | $ 1,006 | $ 23,994 | $ (973) |
Balances at beginning (in Shares) at Dec. 31, 2020 | 10,062,500 | |||
Excess of proceeds over the fair value of Private Placement Warrants | 515,667 | 515,667 | ||
Accretion of Class A common stock to redemption amount | (40,255,749) | (539,661) | (39,716,088) | |
Net income (loss) | (7,100,141) | (7,100,141) | ||
Balances at ending at Mar. 31, 2021 | (46,816,196) | $ 1,006 | (46,817,202) | |
Balances at ending (in Shares) at Mar. 31, 2021 | 10,062,500 | |||
Balances at beginning at Dec. 31, 2020 | 24,027 | $ 1,006 | $ 23,994 | (973) |
Balances at beginning (in Shares) at Dec. 31, 2020 | 10,062,500 | |||
Net income (loss) | (3,456,956) | |||
Balances at ending at Sep. 30, 2021 | (43,173,011) | $ 1,006 | (43,174,017) | |
Balances at ending (in Shares) at Sep. 30, 2021 | 10,062,500 | |||
Balances at beginning at Mar. 31, 2021 | (46,816,196) | $ 1,006 | (46,817,202) | |
Balances at beginning (in Shares) at Mar. 31, 2021 | 10,062,500 | |||
Net income (loss) | (695,543) | (695,543) | ||
Balances at ending at Jun. 30, 2021 | (47,511,739) | $ 1,006 | (47,512,745) | |
Balances at ending (in Shares) at Jun. 30, 2021 | 10,062,500 | |||
Net income (loss) | 4,338,728 | 4,338,728 | ||
Balances at ending at Sep. 30, 2021 | $ (43,173,011) | $ 1,006 | $ (43,174,017) | |
Balances at ending (in Shares) at Sep. 30, 2021 | 10,062,500 |
UNAUDITED STATEMENT OF CASH FLO
UNAUDITED STATEMENT OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flow from operating activities: | |
Net loss | $ (3,456,956) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (3,485,840) |
Offering costs allocated to warrant liabilities | 1,048,296 |
Interest earned on investments held in Trust Account | (15,460) |
Changes in operating assets and liabilities: | |
Accounts payable | 1,136,350 |
Franchise tax payable | 128,219 |
Accrued expenses | 2,733,750 |
Prepaid insurance | (899,321) |
Net cash used in operating activities | (2,810,962) |
Cash flows from investing activities: | |
Cash deposited into Trust Account | (402,500,000) |
Net cash used in investing activities | (402,500,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 394,450,000 |
Proceeds from sale of Private Placement Warrants | 11,050,000 |
Payment of offering costs | (214,038) |
Payment of sponsor note | (300,000) |
Net cash provided by financing activities | 404,985,962 |
Net decrease in cash | (325,000) |
Cash at beginning of period | 325,000 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting fee payable | $ 14,087,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Decarbonization Plus Acquisition Corporation II (the “ Company Initial Business Combination Securities Act JOBS Act At September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and initial public offering (the “ Initial Public Offering The registration statement for the Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated the Initial Public Offering of 40,250,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 7,366,667 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $22,789,038, consisting of $8,050,000 of underwriting fees, $14,087,500 of deferred underwriting fees and $651,538 of other offering costs. Following the closing of the Initial Public Offering on February 8, 2021, an amount of $402,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Note 1 — Description of Organization and Business Operations (cont.) The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that are properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the NASDAQ Capital Market rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but net of any taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Note 1 — Description of Organization and Business Operations (cont.) Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Capital Resources As of September 30, 2021, the Company had a cash balance of $0, but the Company has access to Working Capital Loans (as defined below) from the Sponsor, which is described in Note 5, to partially cover the working capital deficit of approximately $3.9 million as of September 30, 2021. This excludes interest income of approximately $15,460 from the Company’s investment in the Trust Account which is available to the Company for tax obligations. Through September 30, 2021, the Company has not withdrawn any interest income from the Trust Account to pay its income and franchise taxes. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. Note 1 — Description of Organization and Business Operations (cont.) The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statements | Note 2 – Revision of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ over-allotment, it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ over-allotment option can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering balance sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates an Initial 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. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the revision on the Company’s financial statements at the Initial Public Offering is reflected in the following table: Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A common stock subject to possible redemption 350,683,800 51,816,200 402,500,000 Class A common stock 518 (518 ) - Class B common stock 1,006 - 1,006 Additional paid-in capital 12,099,594 (12,099,594 ) - Accumulated deficit (7,101,114 ) (39,716,088 ) (46,817,202 ) Total Stockholders’ Equity (Deficit) 5,000,004 (51,816,200 ) (46,816,196 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC Emerging Growth Company The Company is an “emerging growth company,” as defined the Securities Act, as modified by 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 the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 Securities Exchange Act of 1934, the (the “ Exchange Act Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants (as defined below), as calculated using the treasury stock method. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “ Founder Shares Note 3 — Summary of Significant Accounting Policies (cont.) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 ASC Derivatives and Hedging — Contracts in Entity’s Own Equity ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company utilized a Monte Carlo simulation model to value the Public Warrant (as defined below) liabilities at the date of the Initial Public Offering and then the unadjusted, quoted price listed on the NASDAQ Capital Market for each subsequent reporting period, and utilizes a Black-Scholes model to value the Private Placement Warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statement of Operations (see Note 8). Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ ASC 820 The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. 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 these financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. One of the significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Warrant liabilities are held by the Company as issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Given that these instruments are categorized as a Level 3, the changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations given the application of an appropriate estimate. Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than six months. As of September 30, 2021, and December 31, 2020, the Company held $0 and $325,000, respectively, in cash and no cash equivalents. Common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s 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, 40,250,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At December 31, 2020, there were no shares of Class A common stock outstanding. The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30, 2021 are reconciled in the following table: Gross Proceeds $ 402,500,000 Proceeds Allocated to Public Warrants (18,515,000 ) Class A share offering costs (21,740,742 ) Accretion of carrying value to redemption value 40,255,742 Class A common stock subject to possible redemption $ 402,500,000 Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $22,789,038 upon the completion of the Initial Public Offering. The Company complies with the requirements of ASC 852-10. As of September 30, 2021 and December 31, 2020, the Company had $0 and $164,788, respectively, of deferred offering costs on the accompanying balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ ASC 740 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. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets and provision for income taxes were deemed to be de minimis as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ ASU 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Regulated Operations [Abstract] | |
Public Offering | Note 4 — Public Offering Pursuant to the Initial Public Offering, the Company sold 40,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant ( each whole redeemable warrant included in the Units, a “ Public Warrant ”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 8 ). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 8, 2020, the Sponsor purchased 5,750,000 Founder Shares for an aggregate price of $25,000, or approximately $0.004 per share. On January 15, 2021, the Company effected a stock dividend with respect to its Founder Shares of 4,312,500 shares thereof, resulting in the Sponsor holding an aggregate of 10,062,500 Founder Shares. All share and per share amounts have been retroactively restated. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Sponsor agreed to forfeit up to an aggregate of 1,312,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares represented 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 3, 2021, the Company, the Sponsor and the Company’s independent directors entered into several securities agreements, pursuant to which the Company issued an aggregate of 400,000 Founder Shares and the Sponsor agreed to forfeit 400,000 Founder Shares at no cost, which were cancelled by the Company. On February 4, 2021, the underwriters fully exercised their over-allotment option; thus, the Founder Shares were no longer subject to forfeiture. In April 2021, Michael Warren, in connection with his resignation from the Company’s board of directors, forfeited 40,000 Founder Shares, and 40,000 Founder Shares were issued to the Sponsor. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors purchased an aggregate of 7,366,667 Private Placement Warrants, including 700,000 additional Private Placement Warrants as a stipulation for the over-allotment option being fully exercised, at a price of $1.50 per whole Warrant (as defined below) or $11,050,000 in the aggregate (see Note 4 for further information regarding the accounting treatment of the Private Placement Warrants). Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the closing of the Initial Public Offering, $402.5 million was held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees . The Sponsor and the Company’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on February 3, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (as defined below) (the “ Working Capital Warrants Related Party Loans On December 8, 2020, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note Maturity Date As of September 30, 2021, the Company owed the Sponsor $962,323 for additional expenses paid on its behalf. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $78,571, respectively, of monthly fees to the affiliate of the Sponsor, which were outstanding at September 30, 2021. Working Capital Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,087,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On May 25, 2021, the Company, Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (“ Tritium NewCo Merger Sub Business Combination Agreement Business Combination Share Transfer Agreement Tritium Shares NewCo Ordinary Shares Share Transfer Merger On July 27, 2021, the Company, Tritium, NewCo and Merger Sub entered into the First Amendment to the Business Combination Agreement (the “ Amendment ”). The Amendment provides that (i) the obligations of Tritium, NewCo and Merger Sub to consummate the Business Combination are subject to the condition that the sum of (A) the amount of cash in the Company’s Trust Account and (B) the amount of cash proceeds to NewCo resulting from any private placements of NewCo Ordinary Shares be not less than $200,000,000 and (ii) the parties will use reasonable best efforts to consummate any private placements of NewCo Ordinary Shares. On July 27, 2021, the Company, NewCo and Palantir Technologies Inc. (the “ Investor Subscription Agreement PIPE Shares PIPE Financing The PIPE Shares to be issued pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreement, NewCo agreed that, within 30 calendar days after the closing of the PIPE Financing, NewCo will file with the SEC (at NewCo’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “ PIPE Resale Registration Statement Risks and Uncertainties The Company is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' (Deficit) Equity | Note 7 — Stockholders’ (Deficit) Equity Common Stock The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021, and December 31, 2020, there were 40,250,000 and 0 shares, respectively, of Class A common stock issued and outstanding subject to possible redemption. At September 30, 2021 and December 31, 2020, there were 10,062,500 shares of Class B common stock issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,312,500 Founder Shares to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 4, 2021, the underwriters fully exercised their over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations (the “Preferred Stock”), voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, and December 31, 2020 there were no shares of Preferred Stock issued or outstanding. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 8 — Warrants Each whole warrant (the Public Warrants, Private Placement Warrants and Working Capital Warrants, collectively, the “ Warrants The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price The Warrants will become exercisable on the later of: ● 30 days after the completion of the Initial Business Combination or, ● 12 months from the closing of the offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has not registered the shares of Class A common stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of its Initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): ● In whole and not in part; ● At a price of $0.01 per Warrant; ● Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders. The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by us, we may exercise our redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): ● in whole and not in part; Note 8 — Warrants (cont.) ● at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under “Description of Securities — Warrants — Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Stockholders’ Warrants”; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; and ● if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. As of September 30, 2021, there were 13,416,667 Public Warrants and 7,366,667 Private Placement Warrants outstanding. As of December 31, 2020, there were no Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on its balance sheet in accordance with the guidance contained in ASC 815. The warrant liabilities are initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized gains (losses) in connection with changes in the fair value of warrant liabilities of $5,148,501 and $3,485,840, respectively, within change in fair value of warrant liabilities in the Statement of Operations during the three and nine month period ended September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements At September 30, 2021, assets held in the Trust Account were comprised of $402,515,460 in money market funds which are invested in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any interest earned on the Trust Account to pay its franchise and income tax obligations. 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 Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,515,460 $ 402,515,460 - $ - Liabilities: Warrant liability – Public Warrants $ 16,502,500 $ 16,502,500 $ - $ - Warrant liability – Private Placement Warrants $ 9,061,000 $ - $ - $ 9,061,000 There were no assets or liabilities measured at fair value on a recurring basis at December 31, 2020. The Company utilized a Monte Carlo simulation model to value the Public Warrant liabilities at the date of the Initial Public Offering and then the unadjusted, quoted price listed on the NASDAQ Capital Market for each subsequent reporting period, and utilizes a Black-Scholes model to value the Private Placement Warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statement of Operations. The estimated fair value of the Private Warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The significant unobservable inputs used in the Monte Carlo simulation model to value the Public Warrants at the date of the Initial Public Offering and the Black-Scholes model to measure the Private Placement Warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of September 30, 2021 Stock price $ 9.87 Strike price $ 11.50 Term (in years) 5.17 Volatility 18.2 % Risk-free rate 1.00 % Dividend yield - % Fair value of warrants $ 1.23 The following table provides a summary of the changes in fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair Value as of December 31, 2020 $ - $ - $ - Initial measurement at February 8, 2021 10,534,340 18,515,000 29,049,340 Change in valuation inputs or other assumptions 957,661 1,207,500 2,165,161 Fair value as of March 31, 2021 $ 11,492,001 $ 19,722,500 $ 31,214,501 Change in valuation inputs or other assumptions (368,334 ) - (368,334 ) Transferred to Level 1 (19,722,500 ) (19,722,500 ) Fair value as of June 30, 2021 $ 11,123,667 $ - $ 11,123,667 Change in valuation inputs or other assumptions (2,062,667 ) - (2,062,667 ) Fair value as of September 30, 2021 $ 9,061,000 $ - $ 9,061,000 The Company transferred $19,722,500 of Public Warrants on the date of the Initial Public Offering from Level 3 to Level 1 in the nine months ended September 30, 2021. Upon trading separately, the Public Warrants had observable market prices qualifying for Level 1 treatment . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events Management has evaluated the impact of subsequent events through November [●], 2021. There are no subsequent events required to be disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP SEC |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined the Securities Act, as modified by 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 the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 Securities Exchange Act of 1934, the (the “ Exchange Act |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants (as defined below), as calculated using the treasury stock method. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “ Founder Shares Note 3 — Summary of Significant Accounting Policies (cont.) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 ASC Derivatives and Hedging — Contracts in Entity’s Own Equity ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company utilized a Monte Carlo simulation model to value the Public Warrant (as defined below) liabilities at the date of the Initial Public Offering and then the unadjusted, quoted price listed on the NASDAQ Capital Market for each subsequent reporting period, and utilizes a Black-Scholes model to value the Private Placement Warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statement of Operations (see Note 8). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ ASC 820 The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
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 these financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. One of the significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Warrant liabilities are held by the Company as issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Given that these instruments are categorized as a Level 3, the changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations given the application of an appropriate estimate. |
Cash and Cash Equivalents | Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than six months. As of September 30, 2021, and December 31, 2020, the Company held $0 and $325,000, respectively, in cash and no cash equivalents. |
Common Stock Subject to Possible Redemption | Common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s 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, 40,250,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. At December 31, 2020, there were no shares of Class A common stock outstanding. The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30, 2021 are reconciled in the following table: Gross Proceeds $ 402,500,000 Proceeds Allocated to Public Warrants (18,515,000 ) Class A share offering costs (21,740,742 ) Accretion of carrying value to redemption value 40,255,742 Class A common stock subject to possible redemption $ 402,500,000 |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $22,789,038 upon the completion of the Initial Public Offering. The Company complies with the requirements of ASC 852-10. As of September 30, 2021 and December 31, 2020, the Company had $0 and $164,788, respectively, of deferred offering costs on the accompanying balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ ASC 740 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. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets and provision for income taxes were deemed to be de minimis as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ ASU 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Impact of Revision on Financial Statements | The impact of the revision on the Company’s financial statements at the Initial Public Offering is reflected in the following table: Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A common stock subject to possible redemption 350,683,800 51,816,200 402,500,000 Class A common stock 518 (518 ) - Class B common stock 1,006 - 1,006 Additional paid-in capital 12,099,594 (12,099,594 ) - Accumulated deficit (7,101,114 ) (39,716,088 ) (46,817,202 ) Total Stockholders’ Equity (Deficit) 5,000,004 (51,816,200 ) (46,816,196 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30, 2021 are reconciled in the following table: Gross Proceeds $ 402,500,000 Proceeds Allocated to Public Warrants (18,515,000 ) Class A share offering costs (21,740,742 ) Accretion of carrying value to redemption value 40,255,742 Class A common stock subject to possible redemption $ 402,500,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a 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 Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 402,515,460 $ 402,515,460 - $ - Liabilities: Warrant liability – Public Warrants $ 16,502,500 $ 16,502,500 $ - $ - Warrant liability – Private Placement Warrants $ 9,061,000 $ - $ - $ 9,061,000 |
Summary of Significant Unobservable Inputs Used to Measure Warrant Liabilities | The significant unobservable inputs used in the Monte Carlo simulation model to value the Public Warrants at the date of the Initial Public Offering and the Black-Scholes model to measure the Private Placement Warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of September 30, 2021 Stock price $ 9.87 Strike price $ 11.50 Term (in years) 5.17 Volatility 18.2 % Risk-free rate 1.00 % Dividend yield - % Fair value of warrants $ 1.23 |
Summary of Changes in Fair Value of Level 3 Warrant Liabilities | The following table provides a summary of the changes in fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair Value as of December 31, 2020 $ - $ - $ - Initial measurement at February 8, 2021 10,534,340 18,515,000 29,049,340 Change in valuation inputs or other assumptions 957,661 1,207,500 2,165,161 Fair value as of March 31, 2021 $ 11,492,001 $ 19,722,500 $ 31,214,501 Change in valuation inputs or other assumptions (368,334 ) - (368,334 ) Transferred to Level 1 (19,722,500 ) (19,722,500 ) Fair value as of June 30, 2021 $ 11,123,667 $ - $ 11,123,667 Change in valuation inputs or other assumptions (2,062,667 ) - (2,062,667 ) Fair value as of September 30, 2021 $ 9,061,000 $ - $ 9,061,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Feb. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Description Of Organization And Business Operations Details [Line Items] | ||||
Entity incorporation, date | Dec. 4, 2020 | |||
Price per unit (in Dollars per share) | $ 0.35 | $ 0.35 | ||
Transaction costs | $ 22,789,038 | |||
Underwriting fees | 8,050,000 | |||
Deferred underwriting fees | $ 14,087,500 | 14,087,500 | ||
Other offering costs | 651,538 | $ 651,538 | ||
Maximum maturity period of investments held in U.S. government treasury bills | 185 days | |||
Obligated redemption percentage of public shares in twenty-four months | 100.00% | |||
Maximum value of net tangible assets in event of no redemption of public shares. | 5,000,001 | $ 5,000,001 | ||
Cash | 0 | 0 | $ 325,000 | |
Working capital deficit | 3,900,000 | 3,900,000 | ||
Interest income from investment in Trust Account | $ 6,078 | $ 15,460 | ||
Minimum | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Fair market value in the trust account, percentage | 80.00% | |||
Maximum | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Dissolution expenses | $ 100,000 | |||
Initial Public Offering | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Sale of stock in shares (in Shares) | 40,250,000 | 40,250,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 402,500,000 | |||
Over-Allotment Option | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Sale of stock in shares (in Shares) | 5,250,000 | |||
Private Placement Warrants | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Sale of stock in shares (in Shares) | 7,366,667 | |||
Price per unit (in Dollars per share) | $ 1.50 | |||
Private Placement Warrants | Director | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Gross proceeds | $ 11,050,000 | |||
IPO and Private Placement Warrants | ||||
Description Of Organization And Business Operations Details [Line Items] | ||||
Price per unit (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 402,500,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements - Additional Information (Details) - Class A Common Stock | Sep. 30, 2021USD ($)$ / shares |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Redemption value per share | $ / shares | $ 10 |
Net tangible assets threshold limit for redemption of shares | $ | $ 5,000,001 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements - Impact of Revision on Financial Statements (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | $ 23,994 | |||
Accumulated deficit | $ (43,174,017) | $ (46,817,202) | (973) | |
Total Stockholders’ Equity (Deficit) | (43,173,011) | $ (47,511,739) | (46,816,196) | 24,027 |
Class A Common Stock | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Class A common stock subject to possible redemption | 402,500,000 | |||
Class B Common Stock | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Common stock value | 1,006 | 1,006 | 1,006 | |
Total Stockholders’ Equity (Deficit) | $ 1,006 | $ 1,006 | 1,006 | $ 1,006 |
As Previously Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | 12,099,594 | |||
Accumulated deficit | (7,101,114) | |||
Total Stockholders’ Equity (Deficit) | 5,000,004 | |||
As Previously Reported | Class A Common Stock | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Class A common stock subject to possible redemption | 350,683,800 | |||
Common stock value | 518 | |||
As Previously Reported | Class B Common Stock | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Common stock value | 1,006 | |||
Adjustment | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | (12,099,594) | |||
Accumulated deficit | (39,716,088) | |||
Total Stockholders’ Equity (Deficit) | (51,816,200) | |||
Adjustment | Class A Common Stock | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Class A common stock subject to possible redemption | 51,816,200 | |||
Common stock value | $ (518) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies Details [Line Items] | ||
Dilutive securities | 0 | |
Federal deposit insurance coverage limits | $ 250,000 | |
Cash | 0 | $ 325,000 |
Offering costs | 214,038 | |
Deferred offering costs | 0 | $ 164,788 |
Unrecognized tax benefits | 0 | |
Accrued income tax interest and penalties | $ 0 | |
ASU 2020-06 | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Change in accounting principle, accounting standards update, early adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Public Warrants | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Offering costs | $ 1,048,296 | |
Initial Public Offering | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Offering costs | 22,789,038 | |
Public Shares | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Offering costs | $ 21,740,742 | |
Class A Common Stock | ||
Summary Of Significant Accounting Policies Details [Line Items] | ||
Common stock subject to possible redemption | 40,250,000 | 0 |
Common stock, shares outstanding | 0 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Common Stock Subject to Possible Redemption (Details) - Class A Common Stock | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Summary Of Significant Accounting Policies Details [Line Items] | |
Gross Proceeds | $ 402,500,000 |
Class A share offering costs | (21,740,742) |
Accretion of carrying value to redemption value | 40,255,742 |
Class A common stock subject to possible redemption | 402,500,000 |
Public Warrants | |
Summary Of Significant Accounting Policies Details [Line Items] | |
Proceeds Allocated to Public Warrants | $ (18,515,000) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - $ / shares | Feb. 08, 2021 | Sep. 30, 2021 |
Public Offering Details [Line Items] | ||
Price per unit (in Dollars per share) | $ 0.35 | |
Initial Public Offering | ||
Public Offering Details [Line Items] | ||
Sale of stock in shares (in Shares) | 40,250,000 | 40,250,000 |
Price per unit (in Dollars per share) | $ 10 | $ 10 |
Class A Common Stock | ||
Public Offering Details [Line Items] | ||
Price per unit (in Dollars per share) | 12 | |
Class A Common Stock | Initial Public Offering | ||
Public Offering Details [Line Items] | ||
Price per unit (in Dollars per share) | $ 11.50 | |
Description of sale of stock | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each whole redeemable warrant included in the Units, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 08, 2021 | Feb. 04, 2021 | Feb. 03, 2021 | Jan. 15, 2021 | Dec. 08, 2020 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 22, 2020 |
Related Party Transactions Details [Line Items] | ||||||||||
Price per unit (in Dollars per share) | $ 0.35 | $ 0.35 | ||||||||
Warrant price | $ 11.50 | $ 11.50 | ||||||||
Investments held in Trust Account | $ 402,515,460 | $ 402,515,460 | ||||||||
Sponsor loan outstanding | $ 300,000 | |||||||||
Additional expenses owed to Sponsor | $ 962,323 | $ 962,323 | ||||||||
Warrants | Working Capital Loans | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Working capital loans, conversion price | $ 1.50 | $ 1.50 | ||||||||
Working capital loans, outstanding | $ 0 | $ 0 | $ 0 | |||||||
Warrants | Maximum | Working Capital Loans | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Working capital loans | $ 1,500,000 | |||||||||
Over-Allotment Option | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sale of stock in shares (in Shares) | 5,250,000 | |||||||||
Private Placement Warrants | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sale of stock in shares (in Shares) | 7,366,667 | |||||||||
Price per unit (in Dollars per share) | $ 1.50 | |||||||||
Private Placement Warrants | Warrants | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sale of stock in shares (in Shares) | 7,366,667 | |||||||||
Gross proceeds | $ 11,050,000 | |||||||||
Price per unit (in Dollars per share) | $ 1.50 | $ 1.50 | ||||||||
Additional warrants | 700,000 | |||||||||
Each of warrant exercisable for share | 1 | 1 | ||||||||
Warrant price | $ 11.50 | $ 11.50 | ||||||||
Investments held in Trust Account | $ 402,500,000 | $ 402,500,000 | ||||||||
Sponsor | Note | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sponsor loan | $ 300,000 | |||||||||
Sponsor loan, maturity date description | This loan was non-interest bearing and payable on the earlier of June 6, 2021 or the completion of the Initial Public Offering (the “Maturity Date”). | |||||||||
Sponsor loan outstanding | $ 300,000 | |||||||||
An Affiliate of Sponsor | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Per month office space amount | $ 10,000 | |||||||||
Sponsor fees | $ 30,000 | $ 78,571 | ||||||||
Founder Shares | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sale of stock in shares (in Shares) | 400,000 | |||||||||
Forfeited shares | 400,000 | |||||||||
Founder Shares | Over-Allotment Option | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Forfeited shares | 1,312,500 | 1,312,500 | ||||||||
Percentage of founder shares | 20.00% | |||||||||
Founder Shares | Sponsor | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Sale of stock in shares (in Shares) | 5,750,000 | 40,000 | ||||||||
Gross proceeds | $ 25,000 | |||||||||
Price per unit (in Dollars per share) | $ 0.004 | |||||||||
Stock dividend, shares | 4,312,500 | |||||||||
Common stock, shares issued | 10,062,500 | |||||||||
Forfeited shares | 40,000 | |||||||||
Class A Common Stock | ||||||||||
Related Party Transactions Details [Line Items] | ||||||||||
Price per unit (in Dollars per share) | $ 12 | $ 12 | ||||||||
Common stock, shares issued | 0 | 0 | 0 | |||||||
Warrant price | $ 11.50 | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jul. 27, 2021 | May 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Commitmentsand Contingencies Details [Line Items] | ||||
Underwriting Agreement Description | The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,087,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement | |||
Price per unit (in Dollars per share) | $ 0.35 | |||
Aggregate amount | $ 14,087,500 | |||
Class A Common Stock | ||||
Commitmentsand Contingencies Details [Line Items] | ||||
Price per unit (in Dollars per share) | $ 12 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Business Combination Agreement | Tritium DCFC Limited | ||||
Commitmentsand Contingencies Details [Line Items] | ||||
Number of shares exchanged under business combination | 120,000,000 | |||
Business combination issue price | $ 10 | |||
Business Combination Agreement | Tritium DCFC Limited | Maximum | ||||
Commitmentsand Contingencies Details [Line Items] | ||||
Amount of cash Proceeds resulting from private placements of newco ordinary shares | $ 200,000,000 | |||
Business Combination Agreement | Tritium DCFC Limited | Class A Common Stock | ||||
Commitmentsand Contingencies Details [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Business Combination Agreement | Palantir Technologies Inc. | ||||
Commitmentsand Contingencies Details [Line Items] | ||||
Number of shares exchanged under business combination | 1,500,000 | |||
Business combination issue price | $ 10 | |||
Gross proceeds | $ 15,000,000 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock and temporary equity, shares, issued | 40,250,000 | 0 |
Common stock and temporary equity, shares, outstanding | 40,250,000 | 0 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,062,500 | 10,062,500 |
Common stock, shares outstanding | 10,062,500 | 10,062,500 |
Founder Shares | ||
Class Of Stock [Line Items] | ||
Percentage of issued and outstanding shares after IPO | 20.00% | |
Founder Shares | Maximum | ||
Class Of Stock [Line Items] | ||
Number of shares to be forfeited if overallotment option is not exercised | 1,312,500 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Warrant price | $ 11.50 | $ 11.50 | |
Public warrants, exercise period following business combination | 30 days | ||
Public warrants, exercise period following IPO | 12 months | ||
Warrants, expiration period | 5 years | 5 years | |
Number of fractional warrants be issued | 0 | 0 | |
Business combination effective issue price | $ 9.20 | $ 9.20 | |
Exercise price of warrants percentage | 115.00% | ||
Redemption price per warrant | $ 0.01 | ||
Redemption period | 30 days | ||
Warrants outstanding | 0 | ||
Change in fair value of warrant liabilities | $ 5,148,501 | $ 3,485,840 | |
Public Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 13,416,667 | 13,416,667 | |
Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 7,366,667 | 7,366,667 | |
Class A Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant price | $ 11.50 | $ 11.50 | |
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders | $ 18 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets held trust account | $ 402,515,460 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of Warrants transferred from Level 3 to Level 1 | 19,722,500 | |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets held trust account | $ 402,515,460 | |
Assets, fair value disclosure | $ 0 | |
Liabilities fair value disclosure | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Assets: | |
Assets held trust account | $ 402,515,460 |
Fair Value, Recurring | |
Assets: | |
Assets held trust account | 402,515,460 |
Liabilities: | |
Warrant liability – Public Warrants | 16,502,500 |
Warrant liability – Private Placement Warrants | 9,061,000 |
Fair Value, Recurring | Level 1 | |
Assets: | |
Assets held trust account | 402,515,460 |
Liabilities: | |
Warrant liability – Public Warrants | 16,502,500 |
Fair Value, Recurring | Level 3 | |
Liabilities: | |
Warrant liability – Private Placement Warrants | $ 9,061,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Significant Unobservable Inputs Used to Measure Warrant Liabilities (Details) | Sep. 30, 2021$ / shares |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Warrants, expiration period | 5 years |
Level 3 | Stock Price | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Stock price | 9.87 |
Level 3 | Strike Price | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Stock price | 11.50 |
Level 3 | Term (in years) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Warrants, expiration period | 5 years 2 months 1 day |
Level 3 | Volatility | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Stock price | 18.2 |
Level 3 | Risk-free Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Stock price | 1 |
Level 3 | Fair Value of Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Stock price | 1.23 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of March 31, 2021 | $ 25,563,500 | $ 25,563,500 | ||
Public Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value of Warrants transferred from Level 3 to Level 1 | 19,722,500 | |||
Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair Value as of December 31, 2020 | 11,123,667 | $ 31,214,501 | ||
Initial measurement at February 8, 2021 | $ 29,049,340 | |||
Change in valuation inputs or other assumptions | (2,062,667) | (368,334) | 2,165,161 | |
Estimated fair value of Warrants transferred from Level 3 to Level 1 | (19,722,500) | |||
Fair value as of March 31, 2021 | 9,061,000 | 11,123,667 | 31,214,501 | 9,061,000 |
Level 3 | Private Placement Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair Value as of December 31, 2020 | 11,123,667 | 11,492,001 | ||
Initial measurement at February 8, 2021 | 10,534,340 | |||
Change in valuation inputs or other assumptions | (2,062,667) | (368,334) | 957,661 | |
Fair value as of March 31, 2021 | $ 9,061,000 | 11,123,667 | 11,492,001 | $ 9,061,000 |
Level 3 | Public Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair Value as of December 31, 2020 | 19,722,500 | |||
Initial measurement at February 8, 2021 | 18,515,000 | |||
Change in valuation inputs or other assumptions | 1,207,500 | |||
Estimated fair value of Warrants transferred from Level 3 to Level 1 | $ (19,722,500) | |||
Fair value as of March 31, 2021 | $ 19,722,500 |