Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Mission Advancement Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 43,125,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001840148 | |
Entity Current Reporting Status | No | |
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 | 001-40127 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 617,467 | |
Prepaid expenses | 750,719 | |
Deferred offering costs associated with IPO | 41,739 | |
Total current assets | 1,368,186 | 41,739 |
Cash Held in Trust account | 345,001,302 | |
Total assets | 346,369,488 | 41,739 |
Current liabilities: | ||
Accounts payable and accrued expenses | 269,200 | |
Sponsor loans | 17,500 | |
Total current liabilities | 269,200 | 17,500 |
Warrant Liabilities | 23,927,460 | |
Deferred underwriters’ discount | 12,075,000 | |
Total liabilities | 36,271,660 | 17,500 |
Commitments | ||
Common stock subject to possible redemption, 30,509,782 shares at redemption value | 305,097,820 | |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 3,990,218 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 399 | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding | 863 | 863 |
Additional paid-in capital | 6,765,350 | 24,137 |
Accumulated deficit | (1,766,604) | (761) |
Total stockholders’ equity | 5,000,008 | 24,239 |
Total liabilities and stockholders’ equity | $ 346,369,488 | $ 41,739 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock redemption (in Dollars per share) | $ 30,509,782 | $ 30,509,782 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 3,990,218 | 0 |
Common stock shares outstanding | 3,990,218 | 0 |
Common Class B [Member] | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 8,625,000 | 8,625,000 |
Common stock shares outstanding | 8,625,000 | 8,625,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 265,511 |
Loss from operations | (265,511) |
Other Income (Loss) | |
Interest income | 1,302 |
Change in fair value of warrant liabilities | (637,123) |
Offering expenses related to warrant issuance | (864,511) |
Total other income (loss) | (1,500,332) |
Net loss | $ (1,765,843) |
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 30,593,594 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares | 9,766,197 |
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ / shares | $ (0.18) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | $ (761) | $ 24,239 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants | $ 3,450 | 323,770,836 | 323,774,286 | ||
Sale of Units in Initial Public Offering, net of underwriter fee and fair value of public warrants (in Shares) | 34,500,000 | ||||
Excess of cash received over fair value of private placement warrants | 799,888 | 799,888 | |||
Deferred underwriting discount | (12,075,000) | (12,075,000) | |||
Other offering cost charged to Stockholders’ equity | (659,742) | (659,742) | |||
Class A common stock subject to possible redemption | $ (3,051) | (305,094,769) | (305,097,820) | ||
Class A common stock subject to possible redemption (in Shares) | (30,509,782) | ||||
Net loss | (1,765,843) | (1,765,843) | |||
Balance at Mar. 31, 2021 | $ 399 | $ 863 | $ 6,765,350 | $ (1,766,604) | $ 5,000,008 |
Balance (in Shares) at Mar. 31, 2021 | 3,990,218 | 8,625,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,765,843) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on trust account | (1,302) |
Change in fair value of warrant liabilities | 637,123 |
Offering costs allocated to warrants | 864,511 |
Changes in current assets and current liabilities: | |
Prepaid assets | (750,719) |
Accounts payable | 269,200 |
Net cash used in operating activities | (747,030) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (345,000,000) |
Net cash used in investing activities | (345,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters’ discount | 338,100,000 |
Proceeds from issuance of Private Placement Warrants | 8,900,000 |
Repayment of promissory note to related party | (17,500) |
Payments of offering costs | (618,003) |
Net cash provided by financing activities | 346,364,497 |
Net Change in Cash | 617,467 |
Cash - Beginning | |
Cash - Ending | 617,467 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | 305,969,459 |
Initial value of warrant liabilities | 23,290,337 |
Change in value of Class A common stock subject to possible redemption | (871,639) |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ 12,075,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Mission Advancement Corp. (the “Company”) was incorporated in Delaware on December 22, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 5, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,933,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $19,634,742 consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs. Of the total transaction cost $864,511 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on March 5, 2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s 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 (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, 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 public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per 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). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of March 31, 2021, the Company had cash outside the Trust Account of $617,467 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $617,467 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Correction of An Error In Previ
Correction of An Error In Previously Furnished Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Correction of An Error In Previously Furnished Financial Statements | Note 2 – Correction of An Error In Previously Furnished Financial Statements On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for Public and Private Placement Warrants, collectively (“Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity The following summarizes the effect of the Restatement on each financial statement line item as of the date of the Company’s consummation of its IPO. As of March 5, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ - $ 23,290,337 $ 23,290,337 Accrued offering cost and expenses 1,141,521 85,000 1,226,521 Total Liabilities 13,344,664 23,375,337 36,720,001 Shares Subject to Redemption 329,344,800 (23,375,340 ) 305,969,460 Class A Common Stock 157 233 390 Class B Common Stock 863 863 Additional Paid in Capital 5,029,438 864,280 5,893,718 (Accumulated Deficit) (30,457 ) (864,510 ) (894,967 ) Total Stockholders' Equity $ 5,000,001 $ 3 $ 5,000,004 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3— 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 U.S. Securities and Exchange Commission (“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 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 statements 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $345,001,302 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 30,509,782 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account totaling $1,302 for the three months ended March 31, 2021 by the weighted average number of Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $19,634,742 have been charged to stockholders’ equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction cost $864,511 was reclassed to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (5,933,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Proposed Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Proposed Public Offering. |
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 December 29, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On March 2, 2021, the Company effected a stock dividend of approximately 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding on aggregate of 8,625,000 Founder Shares. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the founder shares will be released from the lockup if 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 any 30-trading day period commencing at least 150 days after the company’s initial business combination. Promissory Note — Related Party On December 22, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. As of March 31, 2021, the Company had repaid the Sponsor note of $127,175 in full. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 5, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares 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, 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 the initial 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 the initial 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 Founder Shares 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 Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Proposed Public Offering and 30 days after the completion of the initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks 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 (60 th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 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 commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. 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 initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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: March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 345,001,302 $ 345,001,302 $ - $ - Liabilities: Warrant liabilities 23,927,460 - - 23,927,460 $ 368,928,762 $ 345,001,302 $ - $ 23,927,460 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: At At Stock price $ 9.56 $ 9.56 Strike price $ 11.50 $ 11.50 Term (in years) 6.49 6.41 Volatility 24.2 % 24.4 % Risk-free rate 1.12 % 1.26 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Warrant Fair value as of December 22, 2020 $ — $ — $ — Initial measurement on March 5, 2021 15,190,225 8,100,112 23,290,337 Change in valuation inputs or other assumptions 404,827 232,296 637,123 Fair value as of December 31, 2020 $ 15,595,052 $ 8,332,408 $ 23,927,460 |
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 through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the 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 U.S. Securities and Exchange Commission (“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 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 statements 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the Trust Account had $345,001,302 held in marketable securities. During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 30,509,782 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account totaling $1,302 for the three months ended March 31, 2021 by the weighted average number of Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $19,634,742 have been charged to stockholders’ equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction cost $864,511 was reclassed to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement (5,933,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Correction of An Error In Pre_2
Correction of An Error In Previously Furnished Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Restatement on each financial statement | As of March 5, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ - $ 23,290,337 $ 23,290,337 Accrued offering cost and expenses 1,141,521 85,000 1,226,521 Total Liabilities 13,344,664 23,375,337 36,720,001 Shares Subject to Redemption 329,344,800 (23,375,340 ) 305,969,460 Class A Common Stock 157 233 390 Class B Common Stock 863 863 Additional Paid in Capital 5,029,438 864,280 5,893,718 (Accumulated Deficit) (30,457 ) (864,510 ) (894,967 ) Total Stockholders' Equity $ 5,000,001 $ 3 $ 5,000,004 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of measured at fair value on a recurring basis | March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 345,001,302 $ 345,001,302 $ - $ - Liabilities: Warrant liabilities 23,927,460 - - 23,927,460 $ 368,928,762 $ 345,001,302 $ - $ 23,927,460 |
Schedule of Level 3 fair value measurements | At At Stock price $ 9.56 $ 9.56 Strike price $ 11.50 $ 11.50 Term (in years) 6.49 6.41 Volatility 24.2 % 24.4 % Risk-free rate 1.12 % 1.26 % Dividend yield 0.0 % 0.0 % |
Schedule of changes in the fair value of warrant liabilities | Public Private Warrant Fair value as of December 22, 2020 $ — $ — $ — Initial measurement on March 5, 2021 15,190,225 8,100,112 23,290,337 Change in valuation inputs or other assumptions 404,827 232,296 637,123 Fair value as of December 31, 2020 $ 15,595,052 $ 8,332,408 $ 23,927,460 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 05, 2021 | Mar. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | ||
Per unit price (in Dollars per share) | $ 11.50 | |
Share issued, price per share (in Dollars per share) | $ 10 | |
Business Acquisition, Transaction Costs | $ 19,634,742 | |
Underwriting fees | 6,900,000 | |
Deferred underwriting fees | 12,075,000 | |
Other offering costs | 659,742 | |
Non-operating expenses | 864,511 | |
Gross proceeds from initial public offering | $ 345,000,000 | $ 338,100,000 |
Fair market value, percentage | 80.00% | |
Business acquisition voting interests, percentage | 50.00% | |
Net tangible assets least | $ 5,000,001 | |
Redeem public shares, percentage. | 100.00% | |
Trust Account Price Per Share (in Dollars per share) | $ 10 | |
Working capital needs | $ 617,467 | |
Remaining net proceeds | 25,000 | |
Trust account | $ 617,467 | |
IPO [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Number of units of initial public offering (in Shares) | 34,500,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 345,000,000 | |
Private Placement [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Number of units of initial public offering (in Shares) | 5,933,333 | |
Per unit price (in Dollars per share) | $ 1.50 | |
Share issued, price per share (in Dollars per share) | $ 1.50 |
Correction of An Error In Pre_3
Correction of An Error In Previously Furnished Financial Statements (Details) - Schedule of Restatement on each financial statement | Mar. 05, 2021USD ($) |
As Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Warrant Liabilities | |
Accrued offering cost and expenses | 1,141,521 |
Total Liabilities | 13,344,664 |
Shares Subject to Redemption | 329,344,800 |
Class A Common Stock | 157 |
Class B Common Stock | 863 |
Additional Paid in Capital | 5,029,438 |
(Accumulated Deficit) | (30,457) |
Total Stockholders' Equity | 5,000,001 |
Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Warrant Liabilities | 23,290,337 |
Accrued offering cost and expenses | 85,000 |
Total Liabilities | 23,375,337 |
Shares Subject to Redemption | (23,375,340) |
Class A Common Stock | 233 |
Additional Paid in Capital | 864,280 |
(Accumulated Deficit) | (864,510) |
Total Stockholders' Equity | 3 |
As Adjusted [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Warrant Liabilities | 23,290,337 |
Accrued offering cost and expenses | 1,226,521 |
Total Liabilities | 36,720,001 |
Shares Subject to Redemption | 305,969,460 |
Class A Common Stock | 390 |
Class B Common Stock | 863 |
Additional Paid in Capital | 5,893,718 |
(Accumulated Deficit) | (894,967) |
Total Stockholders' Equity | $ 5,000,004 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Significant Accounting Policies (Details) [Line Items] | |
Trust account | $ 345,001,302 |
Federal depository insurance coverage | $ 250,000 |
Temporary equity redemption value (in Shares) | shares | 30,509,782 |
Interest income | $ 1,302 |
Offering costs | 19,634,742 |
Underwriting fee | 6,900,000 |
Deferred underwriting fee | 12,075,000 |
Other offering cost | 659,742 |
Non operating expense | $ 864,511 |
Common stock warrants issued (in Shares) | shares | 17,433,333 |
IPO [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | (11,500,000) |
Private Placement [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Common stock warrants issued (in Shares) | shares | (5,933,333) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||
Initial Public Offering (in Dollars) | $ 34,500,000 | |
Initial Public Offering Per Unit | 10 | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock Per Share | 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 05, 2021 | |
Private Placement Warrants (Details) [Line Items] | ||
Price per warrant | $ 11.50 | |
Aggregate purchase price amount (in Dollars) | $ 8,900,000 | |
IPO [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Aggregate purchase sponsor shares (in Shares) | 5,933,333 | |
Price per warrant | $ 10 | |
Private Placement [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Price per warrant | $ 1.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 29, 2020 | Dec. 22, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Sponsor paid | $ 25,000 | |||
Price, per share (in Dollars per share) | $ 11.50 | |||
Payment of rent | $ 10,000 | |||
Working Capital Loans | $ 1,500,000 | |||
Warrant price per unit (in Dollars per share) | $ 1.50 | |||
Promissory Note - Related Party [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | $ 300,000 | |||
Sponsor repaid | $ 127,175 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor paid | $ 25,000 | |||
Common Stock, par value (in Dollars per share) | $ 0.003 | |||
Class B common stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common Stock, par value (in Dollars per share) | 0.0001 | $ 0.0001 | ||
Class B common stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Consideration received (in Shares) | 7,187,500 | |||
Price, per share (in Dollars per share) | $ 0.0001 | |||
Stock dividend, per share (in Dollars per share) | $ 0.2 | |||
Aggregate shares issued (in Shares) | 8,625,000 | |||
Class A common stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Description of stock split | Notwithstanding the foregoing, the founder shares will be released from the lockup if 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 any 30-trading day period commencing at least 150 days after the company’s initial business combination. |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriters Agreement | On March 5, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholder's Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A Common Stock [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,990,218 | 0 |
Common stock, shares outstanding | 3,990,218 | 0 |
Common Class B [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Common stock conversion, percentage | 20.00% |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Warrant [Member] | |
Warrants (Details) [Line Items] | |
warrants for redemption for cash | Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ●if, and only if, the closing price of the common stock equals or exceeds $18.00 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 commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Common Stock per share | 11.50 |
Class A Common Stock [Member] | Warrant [Member] | |
Warrants (Details) [Line Items] | |
initial Business Combination at an issue price | 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 initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | $ 345,001,302 | |
Warrant liabilities | 23,927,460 | |
Total fair value | 368,928,762 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | 345,001,302 | |
Warrant liabilities | ||
Total fair value | 345,001,302 | |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
Warrant liabilities | ||
Total fair value | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
Warrant liabilities | 23,927,460 | |
Total fair value | $ 23,927,460 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements | Mar. 05, 2021$ / shares$ / item | Mar. 31, 2021$ / shares$ / item |
Schedule of Level 3 fair value measurements [Abstract] | ||
Stock price (in Dollars per share) | $ / shares | $ 9.56 | $ 9.56 |
Strike price (in Dollars per Item) | $ / item | 11.50 | 11.50 |
Term (in years) | 6 years 178 days | 6 years 149 days |
Volatility | 24.20% | 24.40% |
Risk-free rate | 1.12% | 1.26% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 22, 2020 | |
Initial measurement on March 5, 2021 | 15,190,225 |
Change in valuation inputs or other assumptions | 404,827 |
Fair value as of December 31, 2020 | 15,595,052 |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 22, 2020 | |
Initial measurement on March 5, 2021 | 8,100,112 |
Change in valuation inputs or other assumptions | 232,296 |
Fair value as of December 31, 2020 | 8,332,408 |
Warrant Liabilities {Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 22, 2020 | |
Initial measurement on March 5, 2021 | 23,290,337 |
Change in valuation inputs or other assumptions | 637,123 |
Fair value as of December 31, 2020 | $ 23,927,460 |