Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Tech and Energy Transition Corporation | |
Trading Symbol | TETC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001840920 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40198 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-0781939 | |
Entity Address, Address Line One | 125 W 55th St | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (212) | |
Local Phone Number | 231-1000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Security Exchange Name | NASDAQ | |
Class A common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 38,500,000 | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 9,625,000 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 1,055,876 | $ 3,149,760 |
Prepaid expense | 633,509 | 579,974 |
Total current assets | 1,689,385 | 3,729,734 |
Investments held in Trust Account | 385,006,383 | 385,000,632 |
Prepaid expenses - non-current | 402,408 | 554,647 |
Total assets | 387,098,176 | 389,285,012 |
Current liabilities: | ||
Accrued offering costs and expenses | 423,631 | 2,196,900 |
Due to related party | 2,299 | 2,299 |
Total current liabilities | 425,930 | 2,199,199 |
Derivative warrant liabilities | 20,273,667 | 17,978,000 |
Deferred Underwriters' Discount | 13,475,000 | 13,475,000 |
Total liabilities | 34,174,597 | 33,652,199 |
Commitments and Contingencies | ||
Class A Common Stock subject to possible redemption, 34,792,358 shares and 35,063,281 shares at redemption value, respectively | 347,923,578 | 350,632,812 |
Stockholders’ Equity | ||
Common stock Class A $0.0001 par value; 500,000,000 shares authorized; 3,707,642 shares issued and outstanding (excluding 34,792,358 shares subject to possible redemption) and 3,436,719 shares issued and outstanding (excluding 35,063,281 shares subject to possible redemption) shares issued and outstanding at June 30, 2021 and March 31,2021, respectively. | 371 | 344 |
Common stock, Class B $0.0001 par value; 50,000,000 shares authorized, 11,068,750(1)(2) shares issued and outstanding at March 31, 2021 and March 31, 2020, respectively. | 963 | 1,107 |
Additional paid-in-capital | 5,035,895 | 2,326,544 |
Accumulated earnings (Accumulated Deficit) | (37,228) | 2,672,006 |
Total stockholders’ equity | 5,000,001 | 5,000,001 |
Total liabilities and stockholders’ equity | $ 387,098,176 | $ 389,285,012 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Redemption value (in Dollars) | $ 34,792,358 | $ 34,792,358 |
Common stock subject to possible redemption, shares | 35,063,281 | 35,063,281 |
Class A common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,707,642 | 3,436,719 |
Common stock, shares outstanding | 3,707,642 | 3,436,719 |
Class B common stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 9,625,000 | 11,068,750 |
Common stock, shares outstanding | 9,625,000 | 11,068,750 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations | 3 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Income/(Expense) | |
Formation and operating expenses | $ (419,318) |
Loss from operations before income tax benefit | (419,318) |
Change in fair value of warrant liabilities | (2,295,667) |
Interest Income | 5,751 |
Total other income/(expenses) | (2,289,916) |
Net loss | $ (2,709,234) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 35,063,281 |
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | |
Basic and diluted weighted average shares outstanding common stock not subject to possible redemption (in Shares) | shares | 13,542,969 |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares | $ (0.20) |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Changes in Stockholders’ Equity - 3 months ended Jun. 30, 2021 - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-In-Capital | Accumulated Deficit | Total |
Balances at Mar. 31, 2021 | $ 344 | $ 1,107 | $ 2,326,544 | $ 2,672,006 | $ 5,000,001 |
Balances (in Shares) at Jun. 30, 2021 | 3,436,719 | 11,068,750 | |||
Class A Common stock subject to possible redemption | $ 27 | 2,709,207 | 2,709,234 | ||
Class A Common stock subject to possible redemption (in Shares) | 270,923 | ||||
Class B Common Stock forfeiture | $ (144) | 144 | |||
Class B Common Stock forfeiture (in Shares) | (1,443,750) | ||||
Net Loss | (2,709,234) | (2,709,234) | |||
Balances at Jun. 30, 2021 | $ 371 | $ 963 | $ 5,035,895 | $ (37,228) | $ 5,000,001 |
Balances (in Shares) at Mar. 31, 2021 | 3,707,642 | 9,625,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Cash Flows | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (2,709,234) |
Change in fair value of warrant liabilities | 2,295,667 |
Interest earned from cash held in Trust Account | (5,751) |
Change in operating assets and liabilities | |
Prepaid expense - current and non-current | 98,703 |
Accrued offering costs and accounts payable | (1,773,269) |
Net cash provided by operating activities | (2,093,884) |
Net change in cash | (2,093,884) |
Cash at beginning of period | 3,149,760 |
Cash at end of period | 1,055,876 |
Non-cash investing and financing activities: | |
Change in value of Class A common stock subject to possible redemption | $ 2,709,234 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Jun. 30, 2021 | |
Organization and Business Operations [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation Tech and Energy Transition Corporation (formerly known as M Acquisition Company IV Corporation) (the “Company”) was incorporated in Delaware on December 4, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies in end markets – communications, internetworking, clean energy, digital technology and services and software applications that enable or support digital transformation. 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 June 30, 2021, the Company had not yet commenced operations. All activity through June 30, 2021 relates to the Company’s formation and initial public offering (“IPO”), and since the closing of the Initial Public Offering, the search for a prospective initial 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 in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected March 31st as its fiscal year end. The Company’s sponsor is Tech and Energy Transition Sponsor LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO was declared effective on March 16, 2021 (the “Effective Date”). On March 19, 2021, the Company consummated the IPO of 38,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $385.00 million, which is discussed in Note 3. Transaction costs of the IPO amounted to $22.23 million consisting of $7.70 million of underwriting commission, $13.47 million of deferred underwriting commission, and $1.06 million of other offering costs, which is discussed in Note 6. The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 5,775,000 units to cover over-allotments, if any. On April 30, 2021, the over-allotment option expired unexercised. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,366,667 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total gross proceeds of $11.05 million, which is discussed in Note 4. Following the closing of the IPO on March 19, 2021, $385.00 million ($10.00 per Unit) from the net proceeds of the IPO and the sale of the Private Placement Warrants was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of (i) the completion of the Company’s initial Business Combination and (ii) the redemption of 100% of the Company’s public shares if the Company is unable to complete the Company’s initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”). The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares of its Class A common stock, par value $0.0001 (“Class A common stock”), (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 (as defined below in Note 3) for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) 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 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. 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 (10) 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the IPO 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 for 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. Liquidity and Capital Resources The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2021, the Company had approximately $1.01 million in its operating bank account and had working capital of approximately $1.26 million. The Company’s liquidity needs prior to the completion of the Initial Public Offering were satisfied through a payment from the Sponsor of $27,467 (see Note 5) for the Founder Shares, borrowings under the Promissory Note totaled $275,000 (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. Borrowing from Promissory Note was fully repaid upon the consummation of the IPO on March 19, 2021, has expired and no further borrowing are allowed. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the consummation of the Initial Public Offering and the Private Placement not held in the Trust Account. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ended March 31, 2022, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on July 1, 2021. 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 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 an emerging growth 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheet, 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 June 30, 2021 and 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Realized and unrealized gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of 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. 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. Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): ● Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. ● Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of June 30, 2021, the recorded values of cash and investments held in the Trust Account, prepaid expenses, accounts payable, accrued expenses and expenses due– a related party approximate the fair values, due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active market, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. 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 Topic 480 “Distinguishing Liabilities from Equity” 480 and ASC Subtopic 815-15 “Derivatives and Hedging — Embedded Derivatives.” 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 12,833,333 warrants issued in connection with the IPO (the “Public Warrants”) and the 7,366,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Subtopic 815-40 “Derivatives and Hedging — Contracts in Entity’s Own Equity.” 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 Public Warrants and the Private Placement Warrants for periods where no observable traded price was available are 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 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. Offering Costs Associated with the Initial Public Offering 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 IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the IPO, approximately $819,000 was included in transaction costs attributable to warrant liabilities in the statement of operations and $21,421,801 was included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of a Business Combination and its encumbrance to the Trust Account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, 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 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 statement 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 June 30, 2021 and 2020. 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. Net Income (Loss) per Common Share The Company’s net income is adjusted for the portion of loss income that is attributable to common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share of common stock is calculated as follows: For the three months ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in trust $ 5,197 Less: interest available to be withdrawn for payment of taxes (5,197 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption $ 35,063,281 Basic and Diluted net income per share, Redeemable Class A Common Stock $ - Non-Redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (2,709,234 ) Net income allocable to Class A common stock subject to possible redemption $ - Non-Redeemable Net loss $ (2,709,234 ) Denominator: Weighted Average Non-Redeemable Stock Basic and diluted weighted average shares outstanding, common stock 13,542,969 Basic and diluted net loss per share, common stock $ (0.20 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 19, 2021, the Company consummated the IPO of 38,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $385.00 million, and incurring offering costs of approximately $22.23 million, including approximately $7.70 million of underwriting commission, $13.47 million of deferred underwriting commission and $1.06 million of other offering costs. The Company also granted the IPO underwriters a 45-day option to purchase up to an additional 5,775,000 units to cover over-allotments, if any. On April 30, 2021, the over-allotment option expired unexercised. |
Private Placement
Private Placement | 3 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Concurrent with the closing of the IPO, the Company consummated the Private Placement of 7,366,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $11.05 million. Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 4, 2017, the Company issued 100 shares of common stock, par value $0.01 per share, for an aggregate consideration of $25,000. As of December 31, 2020, March 31, 2020 and March 31, 2019, the Company recorded a stock subscription receivable of $25,000. The proceeds were received on January 11, 2021. On January 22, 2021, the Company effectuated a recapitalization, and as a result, the Sponsor held 9,056,250 shares of our Class B common stock (up to 1,181,250 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised, if at all). On January 22, 2021, the Company issued to Dan Hesse 1,006,250 shares of our Class B common stock (up to 131,250 of which were subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units was exercised, if at all) in exchange for an initial investment of $2,467. As of January 22, 2021, the Founder Shares outstanding were 10,062,500, of which the Sponsor held 9,056,250 and Dan Hesse held 1,006,250. On January 22, 2021, the Company filed an amended and restated certificate of incorporation to change its par value of its Class A and B common stock from $0.01 to $0.0001. Information contained in the financial statements has been adjusted for this split. On March 16, 2021, the Company effectuated an 11-for-10 stock split of the Class B common stock, resulting in an aggregate outstanding amount of 11,068,750 shares of the Class B common stock (up to 1,443,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised, if at all), of which the Sponsor holds 9,961,875 shares and Dan Hesse holds 1,106,875 shares. All shares and associated amounts have been retroactively restated to reflect the split (see Note 7). The Founder Shares will automatically convert into shares of Class A common stock on a one-for-one basis, subject to adjustment, at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions (see Note 7). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders agreed to forfeit up to 1,443,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. On April 30, 2021, upon the expiration of the 45-day period and the underwriters not exercising the over-allotment option, 1,443,750 shares of Class B Common Stock were forfeited by the Sponsor and Mr. Hesse in order for the Sponsor, Mr. Hesse and the Independent Directors to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding private units held by the Sponsor). Such forfeited shares were cancelled by the Company. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. 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 officers and directors may, but are not obligated to, lend 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 warrants included in the Private Placement Warrants. As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. Promissory Note- Related Party On December 16, 2020, the Sponsor made available to the Company, under a promissory note, up to $950,000 to be used for a portion of the expenses of the IPO. The promissory note was non-interest bearing and due on the earlier of September 30, 2021 or the completion of the IPO. The Promissory Note funds borrowed of $275,000 were repaid upon the consummation of the IPO on March 19, 2021. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 5,775,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commission. On April 30, 2021, the over-allotment option expired unexercised. On March 19, 2021, the Company paid an underwriting commission of $7.70 million. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,475,000 in the aggregate, excluding any amounts raised pursuant to the option to purchase additional units. The deferred fee will be paid in cash from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement. 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, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 7 — Shareholders’ Equity Class A common stock Class B common stock Prior to the initial Business Combination, holders of Class B common stock have the exclusive right to elect, remove and replace any director, and the holders of Class A Common Stock have no right to vote on the election, removal or replacement of any director. This provisions of the certificate of incorporation may only be amended by a resolution passed by a majority of holders of at least 90% of the outstanding Common Stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, with each share entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial 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 excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that 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 sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liability [Abstract] | |
Derivative Warrant Liabilities | Note 8 — Derivative Warrant Liabilities As of June 30, 2021, the Company has 12,833,333 Public Warrants and 7,366,667 Private Placement Warrants outstanding. 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the warrants included in 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 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. The Private Placement Warrants are not subject to redemption. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A common stock when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided ● if, and only if, Reference Value exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of our Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 shares of Class A common stock per whole warrant (subject to adjustment) In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, (i) in the case of any such issuance to the Sponsor or any of its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its affiliates, without taking into account the transfer of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: June 30, 2021: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 385,006,383 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 12,833,333 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,440,334 16 March 31, 2021: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 385,000,632 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 11,421,666 Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 6,556,334 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in May 2021, when the Public Warrants were separately listed and traded. The Private Placement Warrant remained at a Level 3 measurement in May 2021, when the Public Warrants were separately listed as the Public and Private Placement Warrants are viewed as economically equivalent. The fair value of the Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a binomial lattice model, which is considered to be a Level 3 fair value measurement. And subsequently, the fair value of the Public Warrants has been based on public market quoted prices, a Level 1 measurement, which was $12,833,333 at June 30, 2021. The Company recognized an expense to the statement of operations resulting from the increase in the fair value of the derivative warrant liabilities of $2,295,667, which is presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected stock-price volatility. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 remaining at zero. The change in the fair value of the level 3 derivative warrant liabilities for the three months ended June 30, 2021 is summarized as follows: Level 3 derivative warrant liabilities at March 31, 2021 $ 17,978,000 Transfer of Public Warrants to Level 1 (12,833,333 ) Change in fair value of derivative warrant liabilities 2,295,667 Level 3 derivative warrant liabilities at June 30, 2021 $ 7,440,334 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through, the date that the unaudited condensed financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ended March 31, 2022, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on July 1, 2021. |
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 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 an emerging growth 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheet, 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 June 30, 2021 and 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Realized and unrealized gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of 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. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value (see Note 8): ● Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. ● Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. As of June 30, 2021, the recorded values of cash and investments held in the Trust Account, prepaid expenses, accounts payable, accrued expenses and expenses due– a related party approximate the fair values, due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active market, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. |
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 Topic 480 “Distinguishing Liabilities from Equity” 480 and ASC Subtopic 815-15 “Derivatives and Hedging — Embedded Derivatives.” 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 12,833,333 warrants issued in connection with the IPO (the “Public Warrants”) and the 7,366,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Subtopic 815-40 “Derivatives and Hedging — Contracts in Entity’s Own Equity.” 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 Public Warrants and the Private Placement Warrants for periods where no observable traded price was available are 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 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. |
Offering Costs associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering 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 IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the IPO, approximately $819,000 was included in transaction costs attributable to warrant liabilities in the statement of operations and $21,421,801 was included in stockholders’ equity. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of a Business Combination and its encumbrance to the Trust Account. |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, 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 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 statement 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 June 30, 2021 and 2020. 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. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company’s net income is adjusted for the portion of loss income that is attributable to common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share of common stock is calculated as follows: For the three months ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in trust $ 5,197 Less: interest available to be withdrawn for payment of taxes (5,197 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption $ 35,063,281 Basic and Diluted net income per share, Redeemable Class A Common Stock $ - Non-Redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (2,709,234 ) Net income allocable to Class A common stock subject to possible redemption $ - Non-Redeemable Net loss $ (2,709,234 ) Denominator: Weighted Average Non-Redeemable Stock Basic and diluted weighted average shares outstanding, common stock 13,542,969 Basic and diluted net loss per share, common stock $ (0.20 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per common share | For the three months ended Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in trust $ 5,197 Less: interest available to be withdrawn for payment of taxes (5,197 ) Net income allocable to Class A common stock subject to possible redemption $ - Denominator: Weighted Average Redeemable Class A Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption $ 35,063,281 Basic and Diluted net income per share, Redeemable Class A Common Stock $ - Non-Redeemable common stock Numerator: Net loss minus redeemable net earnings Net loss $ (2,709,234 ) Net income allocable to Class A common stock subject to possible redemption $ - Non-Redeemable Net loss $ (2,709,234 ) Denominator: Weighted Average Non-Redeemable Stock Basic and diluted weighted average shares outstanding, common stock 13,542,969 Basic and diluted net loss per share, common stock $ (0.20 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets that are measured at fair value | Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 385,006,383 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 12,833,333 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,440,334 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 385,000,632 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 11,421,666 Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 6,556,334 |
Schedule of reconciliation of changes in fair value | Level 3 derivative warrant liabilities at March 31, 2021 $ 17,978,000 Transfer of Public Warrants to Level 1 (12,833,333 ) Change in fair value of derivative warrant liabilities 2,295,667 Level 3 derivative warrant liabilities at June 30, 2021 $ 7,440,334 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 19, 2021 | Jun. 30, 2021 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Stock of units (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 11,050,000 | |
Underwriting commission | $ 7,700,000 | |
Deferred underwriting commission | 13,470,000 | |
Other offering costs | $ 22,230,000 | |
Sponsor price per share (in Dollars per share) | $ 10 | |
Issuance of stock | $ 385,000,000 | |
Interest to pay dissolution expenses | $ 100,000 | |
Business combination percentage | 100.00% | |
Aggregate fair market value least percentage | 80.00% | |
Net tangible assets | $ 5,000,001 | |
Dissolution expenses | $ 100,000 | |
Trust accounts per share (in Dollars per share) | $ 10 | |
Operating bank amount | $ 1,010,000 | |
Working capital | 1,260,000 | |
Sponsor amount | 27,467 | |
Borrowings under the promissory note | $ 275,000 | |
Business Combination [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Business acquisition percentage | 50.00% | |
IPO [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Issuance of shares (in Shares) | 38,500,000 | |
Stock of units (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 385,000,000 | |
Transaction costs | $ 22,230,000 | |
Underwriting commission | 7,700,000 | |
Deferred underwriting commission | 13,470,000 | |
Other offering costs | $ 1,060,000 | |
Purchase of additional units (in Shares) | 5,775,000 | |
Sale of private placement warrants (in Shares) | 7,366,667 | |
Sponsor price per share (in Dollars per share) | $ 1.50 | |
Class A common stock [Member] | ||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||
Stock of units (in Dollars per share) | $ 11.50 | 11.50 |
Common stock, par value (in Dollars per share) | 0.0001 | |
Public shares price per share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Jun. 30, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Offering costs | 819,000 |
Warrant liabilities | $ 21,421,801 |
IPO [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrant issued (in Shares) | shares | 12,833,333 |
Private Placement [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrant issued (in Shares) | shares | 7,366,667 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share | 3 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Numerator: Net income allocable to Class A common stock subject to possible redemption | |
Interest earned on marketable securities held in trust | $ 5,197 |
Less: interest available to be withdrawn for payment of taxes | (5,197) |
Net income allocable to Class A common stock subject to possible redemption | |
Non-Redeemable Net loss | $ (2,709,234) |
Denominator: Weighted Average Redeemable Class A | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 35,063,281 |
Basic and Diluted net income per share, Redeemable Class A Common Stock (in Dollars per share) | $ / shares | $ (0.20) |
Numerator: Net loss minus redeemable net earnings | |
Net loss | $ (2,709,234) |
Denominator: Weighted Average Non-Redeemable Stock | |
Basic and diluted weighted average shares outstanding, common stock | $ 13,542,969 |
Class A common stock [Member] | |
Denominator: Weighted Average Redeemable Class A | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares | 35,063,281 |
Basic and Diluted net income per share, Redeemable Class A Common Stock (in Dollars per share) | $ / shares |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 19, 2021 | Jun. 30, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 10 | |
Share price, per unit (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 385,000 | |
Incurring offering costs | 22,230 | |
Underwriting commission | 7,700 | |
Deferred underwriting commission | 13,470 | |
Other offering costs | $ 1,060 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
New shares issued (in Shares) | 38,500,000 | |
Price per share (in Dollars per share) | $ 10 | |
Share price, per unit (in Dollars per share) | $ 1.50 | |
Incurring offering costs | $ 1,060 | |
Underwriting commission | 7,700 | |
Deferred underwriting commission | $ 13,470 | |
Option purchase to additional (in Shares) | 5,775,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | 10 | |
Class A common stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share (in Dollars per share) | 11.50 | $ 11.50 |
Common stock, par value (in Dollars per share) | $ 0.0001 |
Private Placement (Details)
Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 19, 2021 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | $ 11,050 | |
Common stock per share | $ 10 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per placement warrants | $ 1.50 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Sponsor purchased of shares (in Shares) | 7,366,667 | |
Class A common stock [Member] | ||
Private Placement (Details) [Line Items] | ||
Common stock per share | $ 11.50 | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 19, 2021 | Dec. 04, 2017 | Mar. 16, 2021 | Jan. 22, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate consideration price (in Dollars) | $ 25,000 | ||||||||
Stock subscription receivable (in Dollars) | $ 25,000 | $ 25,000 | $ 25,000 | ||||||
Sponsor held shares | 9,056,250 | ||||||||
Purchase of additional units initial investment (in Dollars) | $ 2,467 | ||||||||
Founder shares outstanding | 10,062,500 | ||||||||
Working capital loans (in Dollars) | $ 1,500,000 | ||||||||
Convertible warrant price per share (in Dollars per share) | $ 1.50 | ||||||||
Promissory notes payable (in Dollars) | $ 950,000 | ||||||||
Promissory note funds borrowed (in Dollars) | $ 275,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Common stock, shares issued | 100 | ||||||||
Common stock par value (in Dollars per share) | $ 0.01 | ||||||||
Stock spilt, description | the Company effectuated an 11-for-10 stock split of the Class B common stock, resulting in an aggregate outstanding amount of 11,068,750 shares of the Class B common stock (up to 1,443,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is exercised, if at all), of which the Sponsor holds 9,961,875 shares and Dan Hesse holds 1,106,875 shares. All shares and associated amounts have been retroactively restated to reflect the split (see Note 7). | the Company filed an amended and restated certificate of incorporation to change its par value of its Class A and B common stock from $0.01 to $0.0001. Information contained in the financial statements has been adjusted for this split. | |||||||
Dan Hesse [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor held shares | 1,006,250 | ||||||||
Shares subject to forfeiture | 131,250 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Issued and outstanding shares percentage | 20.00% | ||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares subject to forfeiture | 1,443,750 | ||||||||
Class B common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor held shares | 9,056,250 | ||||||||
Shares subject to forfeiture | 1,181,250 | ||||||||
Shares subject to forfeiture | 1,443,750 | ||||||||
Class B common Stock [Member] | Dan Hesse [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Issuance of common stock | 1,006,250 | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Common stock equals or exceeds per share (in Dollars per share) | $ 12 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Mar. 19, 2021 | Jun. 30, 2021 |
Commitments & Contingencies (Details) [Line Items] | ||
Underwriting commission | $ 7,700,000 | |
Deferred fee per unit price (in Dollars per share) | $ 0.35 | |
Deferred underwriters fee | $ 13,475,000 | |
Over-Allotment Option [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Purchase of additional shares (in Shares) | 5,775,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Class A common stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,707,642 | |
Common stock, shares outstanding | 3,707,642 | |
Common stock subject to possible redemption | 34,792,358 | |
Class B common stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 9,625,000 | |
Class B common stock [Member] | Business Combination [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Voting percentage | 90.00% | |
Class B common stock [Member] | Initial Public Offering [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Issued and outstanding shares percentage | 20.00% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 3 Months Ended |
Jun. 30, 2021shares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants term | 5 years |
Initial Business combination, description | In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, (i) in the case of any such issuance to the Sponsor or any of its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its affiliates, without taking into account the transfer of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Class A common stock [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | Redemption of warrants for Class A common stock when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares; ● if, and only if, Reference Value exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of our Class A common stock for the above purpose shall mean the volume-weighted average price of the Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 shares of Class A common stock per whole warrant (subject to adjustment) |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 12,833,333 |
Redemption of warrants, description | the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | 7,366,667 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Market prices | $ 12,833,333 |
Derivative warrant liabilities | $ 2,295,667 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 385,006,383 | |
Liabilities: | ||
Investments held in Trust Account | $ 385,000,632 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | 12,833,333 | |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Private Placement Warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Investments held in Trust Account | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Private Placement Warrants | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Investments held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | 11,421,666 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities – Private Placement Warrants | $ 7,440,334 | $ 6,556,334 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of reconciliation of changes in fair value | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of reconciliation of changes in fair value [Abstract] | |
Level 3 derivative warrant liabilities | $ 17,978,000 |
Transfer of Public Warrants to Level 1 | (12,833,333) |
Change in fair value of derivative warrant liabilities | 2,295,667 |
Level 3 derivative warrant liabilities | $ 7,440,334 |