Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 23, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | InterPrivate III Financial Partners Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839610 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40151 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 26,767,500 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2021USD ($) |
Current assets | |
Cash | $ 707,647 |
Prepaid expenses | 498,337 |
Total Current Assets | 1,205,984 |
Marketable securities held in Trust Account | 258,758,805 |
TOTAL ASSETS | 259,964,789 |
Current liabilities | |
Accounts payable and accrued expenses | 247,017 |
Total Current Liabilities | 247,017 |
Warrant liability | 96,505 |
Total Liabilities | 343,522 |
Commitments and Contingencies (See Note 7) | |
Class A common stock subject to possible redemption 25,462,126 shares at redemption value at March 31, 2021 | 254,621,260 |
Stockholders’ Equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,305,374 shares issued and outstanding (excluding 25,462,126 shares subject to possible redemption) | 131 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding | 647 |
Additional paid-in capital | 5,270,036 |
Accumulated deficit | (270,807) |
Total Stockholders’ Equity | 5,000,007 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 259,964,789 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) | Mar. 31, 2021$ / sharesshares |
Common stock subject to possible redemption | 25,462,126 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock subject to possible redemption | 25,462,126 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 1,305,374 |
Common stock, shares outstanding | 1,305,374 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 6,468,750 |
Common stock, shares outstanding | 6,468,750 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Operating and formation costs | $ 288,402 |
Loss from operations | (288,402) |
Change in fair value of warrant liabilities | 9,000 |
Transaction costs incurred in connection with the initial public offering | (210) |
Interest earned on marketable securities held in Trust Account | 4,497 |
Unrealized gain on marketable securities held in Trust Account | 4,308 |
Other income, net | 17,595 |
Loss before income taxes | (270,807) |
Benefit (provision) for income taxes | |
Net loss | $ (270,807) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption (in Shares) | shares | 25,462,126 |
Basic and diluted net loss per share, Class A common stock subject to redemption (in Dollars per share) | $ / shares | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares | 6,231,333 |
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.04) |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 647 | $ 24,353 | $ 25,000 | ||
Balance (in Shares) at Dec. 31, 2020 | 6,468,750 | ||||
Sale of 25,875,000 Units, net of underwriting discounts and offering expenses | $ 2,588 | 253,044,761 | 253,047,349 | ||
Sale of 25,875,000 Units, net of underwriting discounts and offering expenses (in Shares) | 25,875,000 | ||||
Sale of 692,500 Private Placement Units | $ 69 | 6,924,931 | 6,925,000 | ||
Sale of 692,500 Private Placement Units (in Shares) | 692,500 | ||||
Issuance of representative shares | $ 20 | 20 | |||
Issuance of representative shares (in Shares) | 200,000 | ||||
Initial classification of Private Placement Warrants | (105,295) | (105,295) | |||
Common stock subject to possible redemption | $ (2,549) | (254,888,306) | (254,890,855) | ||
Common stock subject to possible redemption (in Shares) | (25,489,086) | ||||
Change in value of common stock subject to redemption | $ 3 | 269,592 | 269,595 | ||
Change in value of common stock subject to redemption (in Shares) | 26,960 | ||||
Net loss | (270,807) | (270,807) | |||
Balance at Mar. 31, 2021 | $ 131 | $ 647 | $ 5,270,036 | $ (270,807) | $ 5,000,007 |
Balance (in Shares) at Mar. 31, 2021 | 1,305,374 | 6,468,750 |
Condensed Statement of Change_2
Condensed Statement of Changes In Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 25,875,000 |
Sale of private placement warrants | 692,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (270,807) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | (9,000) |
Transaction costs incurred in connection with the initial public offering | 210 |
Interest earned on marketable securities held in Trust Account | (4,497) |
Unrealized gain on marketable securities held in Trust Account | (4,308) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (498,317) |
Accounts payable and accrued expenses | 247,017 |
Net cash used in operating activities | (539,702) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (258,750,000) |
Net cash used in investing activities | (258,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 253,680,505 |
Proceeds from sale of Private Placement Warrants | 6,819,495 |
Proceeds from promissory note – related party | 149,476 |
Repayment of promissory note – related party | (149,476) |
Payment of offering costs | (502,651) |
Net cash provided by financing activities | 259,997,349 |
Net Change in Cash | 707,647 |
Cash – Beginning of period | |
Cash – End of period | 707,647 |
Non-Cash investing and financing activities: | |
Issuance of Representative Shares | 20 |
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock | 25,000 |
Initial classification of common stock subject to possible redemption | 254,890,855 |
Change in value of common stock subject to possible redemption | $ (269,595) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate III Financial Partners Inc. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate II Financial Holdings Corp.”, but the Company changed its name to “InterPrivate III Financial Partners Inc.” on January 6, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 692,500 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the InterPrivate Acquisition Management III, LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $6,925,000, which is described in Note 4. Transaction costs amounted to $5,702,651, consisting of $5,175,000 of underwriting fees and $527,651 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of Private Placement Units was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares, respectively (as defined in Note 4), Representative Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) waive their liquidation rights with respect to the Founder Shares, Private Placement Shares and Representative Shares if the Company fails to complete a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination. The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share 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 the Company to pay its tax obligations (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 stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company initially accounted for its outstanding Private Placement Warrants (as defined in Note 5) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Private Placement Warrants would be entitled to receive cash for their Private Placement Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Private Placement Warrants as derivative liabilities in its previously issued financial statement as of March 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Private Placement Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. After review, the Company deemed the adjustment to be immaterial. The Company’s accounting for the Private Placement Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Previously As Reported Adjustments Revised Balance sheet as of March 9, 2021 (audited) Warrant Liability $ — $ 105,505 $ 105,505 Class A Common Stock Subject to Possible Redemption 254,996,360 (105,505 ) 254,890,855 Class A Common Stock 127 1 128 Additional Paid-in Capital 5,000,235 209 5,000,444 Accumulated Deficit (1,000 ) (210 ) (1,210 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 04, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 15, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Liquidity and Financial Condition We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in 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 fair value of the Private Placement Warrants was estimated using a Binomial Lattice Model (see Note 9). Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 9, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 9, 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 effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,313,500 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended 2021 Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,425 Unrealized gain (loss) on marketable securities held in Trust Account 4,239 Less: interest available to be withdrawn for payment of taxes (8,664 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,462,126 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (270,807 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (270,807 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock (1) 6,231,333 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) 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 Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Proposed Public Offering Policy [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). Transaction costs amounted to $5,702,651, consisting of $5,175,000 of underwriting fees and $527,651 of other offering costs. In addition, cash of $1,673,850 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 692,500 Private Placement Units at a price of $10.00 per Private Placement Unit, or $6,925,000 in the aggregate. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one-fifth of one redeemable warrant (“Private Placement Warrant”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On March 4, 2021, the Company effected a 1.125 for 1 stock split of its Class B common stock resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares and Representative Shares). As a result of the underwriters’ election to fully exercise their over-allotment, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of a Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case, earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $10,000 in fees for these services, respectively. Promissory Note — Related Party On January 13, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of March 9, 2021, there was $149,476 outstanding under the Promissory Note, which was repaid on March 10, 2021. Promissory note as of March 31, 2021 has been fully repaid Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Services Agreement The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial business combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Units and any warrants that may be issued upon conversion of the Working Capital Loans (and all underlying securities) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged Morgan Stanley and EarlyBirdCapital as advisors in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Morgan Stanley and EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $9,056,250 (exclusive of any applicable finders’ fees which might become payable). |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a less than one-for-one basis. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the 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 or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding 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 to each warrant holder; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The Company issued to EarlyBirdCapital and its designees 200,000 shares of Class A common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $2,000,000 based upon the price of the Units issued in the Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 258,758,805 Liabilities: Warrant Liability – Private Placement Warrants 3 84,315 Warrant Liability – Underwriter Warrants 3 12,190 The Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Private Warrants for periods where no observable traded price were available. The key inputs into the Binomial Lattice Model for the initial measurement of Private Placement Warrants and subsequent measurement of the Private Place Warrants are as follows: Term March 9, March 31, Risk-free interest rate 1.00 % 0.99 % Market price of public stock $ 9.84 $ 9.72 Dividend Yield 0.00 % 0.00 % Implied volatility 13.1 % 13.1 % Exercise price 11.50 $ 11.50 Probability of Business Combination 75 % 75 % Term (years) 5 5 On March 9, 2021 and March 31, 2021, the Private Placement Warrants were determined to be valued at $0.79 and $0.73 per warrant respectively. Underwriter warrants on March 9, 2021 and March 31, 2021 were valued at $0.62 and $0.53 respectively. The following table presents the changes in the fair value of warrant liabilities: Private Underwriters Fair value as of March 9, 2021 $ 91,245 14,260 Change in valuation inputs or other assumptions (6,930 ) (2,070 ) Fair value as of March 31, 2021 $ 84,315 12,190 During the three-month period ended March 31, 2021 there were no transfers out of Level 3. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 04, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 15, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Liquidity and Financial Condition | Liquidity and Financial Condition We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in 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 fair value of the Private Placement Warrants was estimated using a Binomial Lattice Model (see Note 9). |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 9, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 9, 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 effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,313,500 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended 2021 Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,425 Unrealized gain (loss) on marketable securities held in Trust Account 4,239 Less: interest available to be withdrawn for payment of taxes (8,664 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,462,126 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (270,807 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (270,807 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock (1) 6,231,333 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) |
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 Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | As Previously As Reported Adjustments Revised Balance sheet as of March 9, 2021 (audited) Warrant Liability $ — $ 105,505 $ 105,505 Class A Common Stock Subject to Possible Redemption 254,996,360 (105,505 ) 254,890,855 Class A Common Stock 127 1 128 Additional Paid-in Capital 5,000,235 209 5,000,444 Accumulated Deficit (1,000 ) (210 ) (1,210 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | Three Months Ended 2021 Class A common stock subject to possible redemption Numerator: Earnings attributable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 4,425 Unrealized gain (loss) on marketable securities held in Trust Account 4,239 Less: interest available to be withdrawn for payment of taxes (8,664 ) Net income attributable $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,462,126 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ — Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (270,807 ) Less: Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (270,807 ) Denominator: Weighted Average Non-redeemable Common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock (1) 6,231,333 Basic and diluted net loss per share, Non-redeemable Common stock $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of information about the Company’s assets that are measured at fair value | Description Level March 31, Assets: Marketable securities held in Trust Account 1 $ 258,758,805 Liabilities: Warrant Liability – Private Placement Warrants 3 84,315 Warrant Liability – Underwriter Warrants 3 12,190 |
Schedule of binomial lattice model for initial measurement of Private Placement Warrants | Term March 9, March 31, Risk-free interest rate 1.00 % 0.99 % Market price of public stock $ 9.84 $ 9.72 Dividend Yield 0.00 % 0.00 % Implied volatility 13.1 % 13.1 % Exercise price 11.50 $ 11.50 Probability of Business Combination 75 % 75 % Term (years) 5 5 |
Schedule of changes in fair value of warrant liabilities | Private Underwriters Fair value as of March 9, 2021 $ 91,245 14,260 Change in valuation inputs or other assumptions (6,930 ) (2,070 ) Fair value as of March 31, 2021 $ 84,315 12,190 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 25,875,000 | |
Per unit price (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds | $ 9,056,250 | |
Transaction costs | 5,702,651 | |
Underwriting fee | 5,175,000 | |
Other offering costs | $ 527,651 | |
Net proceeds | $ 258,750,000 | |
Public share price, per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate public share percentage | 15.00% | |
Interest to pay dissolution expenses | $ 100,000 | |
Trust account per public share (in Dollars per share) | $ 10 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination description | the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. | |
Business acquisition, percentage | 100.00% | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 6,925,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 258,750,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 3,375,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Class A Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Per unit price (in Dollars per share) | $ 18 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 25,875,000 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Shares) | 692,500 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statement (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Eschange offer percentage | 50.00% |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statement (Details) - Schedule of balance sheet | Dec. 31, 2021USD ($) |
As Previously Reported [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Warrant Liability | |
Class A Common Stock Subject to Possible Redemption | 254,996,360 |
Class A Common Stock | 127 |
Additional Paid-in Capital | 5,000,235 |
Accumulated Deficit | (1,000) |
Adjustments [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Warrant Liability | 105,505 |
Class A Common Stock Subject to Possible Redemption | (105,505) |
Class A Common Stock | 1 |
Additional Paid-in Capital | 209 |
Accumulated Deficit | (210) |
As Revised [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Warrant Liability | 105,505 |
Class A Common Stock Subject to Possible Redemption | 254,890,855 |
Class A Common Stock | 128 |
Additional Paid-in Capital | 5,000,444 |
Accumulated Deficit | $ (1,210) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Common stock subject to forfeiture | 21.00% |
Number of warrants to purchase shares | shares | 5,313,500 |
Federal depository insurance coverage | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Numerator: Earnings attributable to Class A common stock subject to possible redemption | ||
Interest earned on marketable securities held in Trust Account | $ 4,425 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 4,239 | |
Less: interest available to be withdrawn for payment of taxes | (8,664) | |
Net income attributable | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 25,462,126 | |
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | ||
Non-Redeemable Common Stock [Member] | ||
Numerator: Net Loss minus Net Earnings | ||
Net loss | $ (270,807) | |
Less: Net income allocable to Class A common stock subject to possible redemption | ||
Non-Redeemable Net Loss | $ (270,807) | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares | 6,231,333 | [1] |
Basic and diluted net loss per share, Non-redeemable Common stock (in Dollars per share) | $ / shares | $ (0.04) | |
[1] | The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 5,313,500 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. |
Public Offering (Details)
Public Offering (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 09, 2021 | |
Public Offering (Details) [Line Items] | ||
Sale of stock units (in Shares) | 25,875,000 | |
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 |
Tansaction costs | $ 5,702,651 | |
Underwriting fees | 5,175,000 | |
Other offering costs | 527,651 | |
Cash | $ 1,673,850 | |
Initial Public Offering [Member] | ||
Public Offering (Details) [Line Items] | ||
Over-allotment option exercised (in Shares) | 3,375,000 | |
Sale of stock description | Each Unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share |
Private Placement (Details)
Private Placement (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Description of exercise of warrants | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Number of private placement warrants agreed to purchase | 692,500 |
PricepPer share (in Dollars per share) | $ / shares | $ 10 |
Class A Common Stock [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Number of private placement warrants agreed to purchase | 6,925,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 04, 2021 | Mar. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||
Sale of stock (in Shares) | 25,875,000 | |
Issued And Outstanding Shares Percentage | 20.00% | |
Incurred and paid | $ 10,000 | |
Principal amount | 300,000 | |
Outstanding Promissory Note | 149,476 | |
Lender's discretion | 1,500,000 | |
Services Agreement [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Initial business combination | $ 10,000 | |
Business Combination [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Post-business combination entity price per share (in Dollars per share) | $ 9.20 | |
Private Placement Units [Member] | Business Combination [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Post-business combination entity price per share (in Dollars per share) | $ 10 | |
Founder Shares [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Stock split, description | the Company effected a 1.125 for 1 stock split | |
Aggregate shares (in Shares) | 6,468,750 | |
Share subject to forfeiture (in Shares) | 843,750 | |
Founder shares, description | (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of a Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case, earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |
Sponsor [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Office space, administrative and support service fee | $ 10,000 | |
Class B Common Stock [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Offering costs paid by sponsor | $ 25,000 | |
Class B Common Stock [Member] | Founder Shares [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Sale of stock (in Shares) | 5,750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Percentage of gross proceeds on IPO | 3.50% |
Proceeds From Issuance Initial Public Offering | $ 9,056,250 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders’ Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock subject to possible redemption. | 25,462,126 |
Description of warrant redemption | In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a less than one-for-one basis. |
Conversion of common stock | 20.00% |
Common Class A [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 380,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 1,305,374 |
Common stock, shares issued | 1,305,374 |
Common stock subject to possible redemption. | 25,462,126 |
Common Class B [Member] | |
Stockholders’ Equity (Details) [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 6,468,750 |
Common stock, shares issued | 6,468,750 |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 09, 2021 | |
Warrants (Details) [Line Items] | ||
Price per warrant | $ 0.01 | |
Exceeds price per share | $ 10 | $ 10 |
Market value price per share percentage | 115.00% | |
Redemption trigger price per share (in Shares) | 18 | |
Market value and newly issued price per share | 80.00% | |
Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Business combination effective issue price per share | $ 9.20 | |
Total equity proceeds, percentage | 60.00% | |
Representative Shares [Member] | ||
Warrants (Details) [Line Items] | ||
Shares issued (in Shares) | 200,000 | |
Fair value of representative shares (in Dollars) | $ 2,000,000 | |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Exceeds price per share | $ 18 | |
Class A Common Stock [Member] | Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Business combination effective issue price per share | $ 9.20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Mar. 31, 2021 | Mar. 09, 2021 |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant. | $ 0.73 | $ 0.79 |
Underwriters Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant. | $ 0.53 | $ 0.62 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of information about the Company’s assets that are measured at fair value | Mar. 31, 2021USD ($) |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of information about the Company’s assets that are measured at fair value [Line Items] | |
Marketable securities held in Trust Account | $ 258,758,805 |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of information about the Company’s assets that are measured at fair value [Line Items] | |
Warrant Liability – Private Placement Warrants | 84,315 |
Warrant Liability – Underwriter Warrants | $ 12,190 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of Private Placement Warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 09, 2021 | |
Schedule of binomial lattice model for initial measurement of Private Placement Warrants [Abstract] | ||
Risk-free interest rate | 0.99% | 1.00% |
Market price of public stock (in Dollars per share) | $ 9.72 | $ 9.84 |
Dividend Yield | 0.00% | 0.00% |
Implied volatility | 13.10% | 13.10% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Probability of Business Combination | 75.00% | 75.00% |
Term (years) | 5 years | 5 years |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of March 9, 2021 | $ 91,245 |
Change in valuation inputs or other assumptions | (6,930) |
Fair value as of March 31, 2021 | 84,315 |
Underwriters Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of March 9, 2021 | 14,260 |
Change in valuation inputs or other assumptions | (2,070) |
Fair value as of March 31, 2021 | $ 12,190 |