Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GORES HOLDINGS VIII, INC. | |
Entity Central Index Key | 0001841080 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40105 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3010982 | |
Entity Address, Address Line One | 6260 Lookout Rd. | |
Entity Address, City or Town | Boulder | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80301 | |
City Area Code | 310 | |
Local Phone Number | 209-3010 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | GIIX | |
Security Exchange Name | NASDAQ | |
Class F Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | GIIXW | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | GIIXU | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,111,334 | |
Prepaid assets | 1,868,596 | |
Total current assets | 2,979,930 | |
Investments and cash held in Trust Account | 345,006,678 | |
Total assets | 347,986,608 | |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 405,084 | $ 750 |
State franchise tax accrual | 50,000 | 450 |
Notes and advances payable – related party | 1,350,000 | |
Total current liabilities | 9,011,458 | 1,200 |
Deferred underwriting compensation | 12,075,000 | |
Total liabilities | 21,086,458 | 1,200 |
Commitments and Contingencies | ||
Class A Common Stock subject to possible redemption, 34,500,000 and -0- shares at March 31, 2021 and December 31, 2020, respectively (at redemption value of $10 per share) | 345,000,000 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | ||
Accumulated deficit | (18,100,713) | (1,200) |
Total stockholders’ equity (deficit) | (18,099,850) | $ (1,200) |
Total liabilities and stockholders’ equity (deficit) | 347,986,608 | |
Class F Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | 863 | |
Total stockholders’ equity (deficit) | 863 | |
Public Warrants | ||
Current liabilities: | ||
Warrants derivative liability | 4,269,375 | |
Private Placement Warrants | ||
Current liabilities: | ||
Warrants derivative liability | $ 2,936,999 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A subject to possible redemption, shares | 34,500,000 | 0 |
Class A subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 34,500,000 | |
Common stock, shares outstanding | 34,500,000 | |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 8,625,000 | 0 |
Common stock, shares outstanding | 8,625,000 | 0 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Professional fees and other expenses | $ (370,818) |
State franchise taxes, other than income tax | (50,000) |
Gain from change in fair value of warrant liability | 4,149,125 |
Allocated expense for warrant issuance cost | (378,361) |
Net income from operations | 3,349,946 |
Other income - interest income | 6,678 |
Net income before income taxes | 3,356,624 |
Net income attributable to common shares | $ 3,356,624 |
Class A Common Stock | |
Net income/(loss) per ordinary share: | |
Common Stock - basic and diluted | $ / shares | $ (1.15) |
Class F Common Stock | |
Net income/(loss) per ordinary share: | |
Common Stock - basic and diluted | $ / shares | $ (1.15) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A Common Stock | Class F Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (1,200) | $ (1,200) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value | 25,000 | $ 863 | $ 24,137 | ||
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares) | 8,625,000 | ||||
Excess of fair value paid by founders for warrants | 4,272,001 | 4,272,001 | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (4,296,138) | $ (4,296,138) | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | (21,456,137) | (21,456,137) | |||
Net income | 3,356,624 | 3,356,624 | |||
Ending Balance at Mar. 31, 2021 | $ (18,099,850) | $ 863 | $ (18,100,713) | ||
Ending Balance (in shares) at Mar. 31, 2021 | 8,625,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 3,356,624 |
Changes in state franchise tax accrual | 49,550 |
Changes in prepaid assets | (1,868,596) |
Changes in accrued expenses, formation and offering costs | 404,334 |
Issuance costs related to warrant liability | 378,361 |
Changes in fair value warrants derivative liability | (4,149,125) |
Net cash used in operating activities | (1,828,852) |
Cash flows from investing activities: | |
Cash deposited in Trust Account | (345,000,000) |
Interest reinvested in the Trust Account | 6,678 |
Net cash used in investing activities | (345,006,678) |
Cash flows from financing activities: | |
Proceeds from sale of Units in initial public offering | 345,000,000 |
Proceeds from sale of Private Placement Warrants to Sponsor | 8,900,000 |
Proceeds from sale of Class F Common Stock to Sponsor | 25,000 |
Proceeds from notes and advances payable – related party | 1,975,000 |
Repayment of notes and advances payable – related party | (625,000) |
Payment of underwriter's discounts and commissions | (6,900,000) |
Payment of accrued offering costs | (428,136) |
Net cash provided by financing activities | 347,946,864 |
Increase in cash | 1,111,334 |
Cash at end of period | 1,111,334 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting compensation | 12,075,000 |
Supplemental disclosure of income and franchise taxes paid: | |
Cash paid for income and state franchise taxes | $ 450 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “Company”) was incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor VIII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st The Company completed the Public Offering on March 1, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of March 31, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “ Distinguishing Liabilities from Equity The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time 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 less than the initial public offering price per unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of January 11, 2021 and December 31, 2020 and for the periods from January 1, 2021 through January 11, 2021 as well as September 14, 2020 (inception) through December 31, 2020 included in the final prospectus filed with the SEC on February 26, 2021. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At March 31, 2021, no warrants have been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ (1.15 ) $ (1.15 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account At March 31, 2021, the Company had $345,006,678 in the Trust Account which may be utilized for Business Combinations. At March 31, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2021 and December 31, 2020, the Company had current liabilities of $9,011,458 and $1,200, respectively, and working capital of ($6,031,528) and ($1,200), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a business combination has been consummated, as they do not require cash settlement until such event has occurred. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On March 1, 2021, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriter’s full exercise of its over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-eighth The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 “ Derivatives and Hedging – Contracts in Entity’s Own Equity All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “ Debt – Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was recognized on March 31, 2021: As of March 31, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,024,776 ) Plus: Accretion of carrying value to redemption value $ (25,752,276 ) Contingently redeemable Class A Common Stock $ 345,000,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On January 11, 2021, the Sponsor purchased 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share. On February 23, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. The Founder Shares are identical to the Class A Common Stock included in the Units being sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment is exercised. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,125,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 2,966,666 whole warrants at a price of $3.00 per warrant (a purchase price of approximately $8,900,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the business combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted transferees. If the Company does not complete a business combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold 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 entered into by the Company, the Sponsor and the other security holders named therein on March 1, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of January 31, 2022 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Proposed Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) January 31, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination. As of March 31, 2021, the amount advanced by Sponsor to the Company was $1,350,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on February 25, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the period commencing February 25, 2021 through March 31, 2021 the Company has paid the affiliate $22,857. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended March 31, 2021. As of March 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof. |
Investments and Cash Held in Tr
Investments and Cash Held in Trust | 3 Months Ended |
Mar. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Investments and Cash Held in Trust | 7. Investments and Cash Held in Trust As of March 31, 2021, investment securities in the Company’s Trust Account consist of $345,006,678 in money market funds. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilizes a Monte Carlo simulation methodology to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Warrants were classified as Level 2 at the respective measurement dates. The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, 2021 March 31, 2021 Selected Volatility 20.0 % 15.0 % Risk-free interest rate 0.91 % 1.04 % Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of March 31, 2021, is classified as Level 2 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $2.9 million and $4.3 million, respectively, based on the closing price of GIIXU on that date of $10.00. As of February 25, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $4.6 million and $6.7 million, respectively, based on the closing price of GIIXU on that date of $10.41. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 4,627,999 6,727,500 11,355,499 Change in fair value since initial measurement (1,691,000 ) (2,458,125 ) (4,149,125 ) Fair value at March 31, 2021 2,936,999 4,269,375 7,206,374 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable March 31, Active Markets Inputs Inputs Description 2021 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 345,006,678 $ 345,006,678 $ — $ — Public warrants 4,269,375 — 4,269,375 — Private placement warrants 2,936,999 — 2,936,999 — Total $ 352,213,052 $ 345,006,678 $ 7,206,374 $ — |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2021, there were no shares of preferred stock issued and outstanding. |
Risk and Uncertainties
Risk and Uncertainties | 3 Months Ended |
Mar. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Risk and Uncertainties | 10. Risk and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Management has performed an evaluation of subsequent events through June 16, 2021, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of January 11, 2021 and December 31, 2020 and for the periods from January 1, 2021 through January 11, 2021 as well as September 14, 2020 (inception) through December 31, 2020 included in the final prospectus filed with the SEC on February 26, 2021. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At March 31, 2021, no warrants have been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ (1.15 ) $ (1.15 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Use of Estimates | 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 financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2021. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account At March 31, 2021, the Company had $345,006,678 in the Trust Account which may be utilized for Business Combinations. At March 31, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material. |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2021 and December 31, 2020, the Company had current liabilities of $9,011,458 and $1,200, respectively, and working capital of ($6,031,528) and ($1,200), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2021 and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a business combination has been consummated, as they do not require cash settlement until such event has occurred. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share for Each Class of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three Months Ended March 31, 2021 Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) including accretion of temporary equity $ (13,613,043 ) $ (8,782,609 ) Denominator: Weighted-average shares outstanding 11,883,333 7,666,667 Basic and diluted net income/(loss) per share $ (1.15 ) $ (1.15 ) |
Public Offering (Tables)
Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Public Offering [Abstract] | |
Schedule of Class A Common Stock Reflected on Balance Sheet | As of March 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was recognized on March 31, 2021: As of March 31, 2021 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants $ (6,727,500 ) Class A shares issuance costs $ (19,024,776 ) Plus: Accretion of carrying value to redemption value $ (25,752,276 ) Contingently redeemable Class A Common Stock $ 345,000,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants | The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of February 25, 2021 March 31, 2021 Selected Volatility 20.0 % 15.0 % Risk-free interest rate 0.91 % 1.04 % Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.5 |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at February 25, 2021 4,627,999 6,727,500 11,355,499 Change in fair value since initial measurement (1,691,000 ) (2,458,125 ) (4,149,125 ) Fair value at March 31, 2021 2,936,999 4,269,375 7,206,374 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable March 31, Active Markets Inputs Inputs Description 2021 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 345,006,678 $ 345,006,678 $ — $ — Public warrants 4,269,375 — 4,269,375 — Private placement warrants 2,936,999 — 2,936,999 — Total $ 352,213,052 $ 345,006,678 $ 7,206,374 $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation | Sep. 14, 2020 | ||
Proceeds from initial public offering | $ 345,000,000 | $ 345,000,000 | |
Proceeds from sale of warrants | $ 8,900,000 | ||
Maximum maturity period | 185 days | ||
Regulatory withdrawal of interest from trust account, annual limit | $ 900,000 | ||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
Number of days to seek shareholder approval for redemption of shares | 2 days | ||
Number of days to provide opportunity to shareholders to sell their shares | 2 days | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
Class A Common Stock | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Threshold period to complete business combination from closing of public offering | 24 months | ||
Threshold net tangible assets | $ 5,000,001 | ||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | ||
Minimum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of fair market value | 80.00% | ||
Private Placement | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Amount placed in trust account | 345,000,000 | ||
Proceeds from sale of warrants | $ 8,900,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | |||
Number of warrants exercised | 0 | ||
Federal depository insurance coverage amount | $ 250,000 | ||
Issuance costs related to warrant liability | 378,361 | ||
Accrued interest and penalties related to unrecognized tax liabilities | 0 | ||
Investments and cash held in Trust Account | $ 345,006,678 | ||
Redemption percentage of public shares of common stock if business combination not completed | 100.00% | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
Going concern description | If the Company does not complete its Business Combination by March 1, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law | ||
Current liabilities | $ 9,011,458 | $ 1,200 | |
Working capital | $ (6,031,528) | $ (1,200) | |
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Threshold period to complete business combination from closing of public offering | 24 months | ||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | ||
IPO | |||
Significant Accounting Policies [Line Items] | |||
Offering costs | $ 19,403,137 | ||
Underwriters fee | 18,975,000 | ||
Issuance costs related to warrant liability | $ 378,361 | ||
Units sold | 34,500,000 | ||
IPO | Class A Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Units sold | 34,500,000 | 34,500,000 | |
Common Stock | |||
Significant Accounting Policies [Line Items] | |||
Public and private warrants to purchase shares | 7,279,166 | ||
Share price | $ 11.50 | ||
Warrants | |||
Significant Accounting Policies [Line Items] | |||
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings | 7,279,166 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(loss) Per Share for Each Class of Common Stock (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class A Common Stock | |
Numerator: | |
Allocation of net income/(loss) including accretion of temporary equity | $ | $ (13,613,043) |
Denominator: | |
Weighted-average shares outstanding | shares | 11,883,333 |
Basic and diluted net income/(loss) per share | $ / shares | $ (1.15) |
Class F Common Stock | |
Numerator: | |
Allocation of net income/(loss) including accretion of temporary equity | $ | $ (8,782,609) |
Denominator: | |
Weighted-average shares outstanding | shares | 7,666,667 |
Basic and diluted net income/(loss) per share | $ / shares | $ (1.15) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Mar. 31, 2021 | Feb. 25, 2021 |
Class Of Stock [Line Items] | |||
Gross proceeds excluding over-allotment | $ 345,000,000 | ||
Warrant expiration term | 5 years 6 months | 5 years 6 months | |
Percentage of deferred underwriting discount | 3.50% | ||
Changes in fair value warrants derivative liability | $ (4,149,125) | ||
Public Warrants | |||
Class Of Stock [Line Items] | |||
Warrants derivative liability | 4,269,375 | $ 6,727,500 | |
Changes in fair value warrants derivative liability | 2,458,125 | ||
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Number of shares that contribute each unit | 1 | ||
Warrants | |||
Class Of Stock [Line Items] | |||
Number of shares that contribute each unit | 0.125 | ||
Warrant exercisable term if business combination is completed | 30 days | ||
Warrant exercisable term from closing of public offer | 12 months | ||
Warrant expiration term | 5 years | ||
Threshold period to complete business combination from closing of public offering | 24 months | ||
IPO | |||
Class Of Stock [Line Items] | |||
Units sold | 34,500,000 | ||
Share price | $ 10 | ||
Upfront underwriting discount (as a percent) | 2.00% | ||
Upfront underwriting discount | $ 6,900,000 | ||
Percentage of deferred underwriting discount | 3.50% | ||
Deferred underwriting discount | $ 12,075,000 | ||
Warrants derivative liability | $ 6,727,500 | ||
IPO | Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Units sold | 34,500,000 | 34,500,000 | |
Over-Allotment Option | |||
Class Of Stock [Line Items] | |||
Units sold | 4,500,000 | ||
Underwriter option to purchase additional units term | 45 days |
Public Offering - Schedule of C
Public Offering - Schedule of Class A Common Stock Reflected on Balance Sheet (Details) | Mar. 31, 2021USD ($) |
Class Of Stock [Line Items] | |
Contingently redeemable Class A Common Stock | $ 345,000,000 |
IPO | |
Class Of Stock [Line Items] | |
Gross proceeds | 345,000,000 |
Proceeds allocated to public warrants | (6,727,500) |
Class A shares issuance costs | (19,024,776) |
Accretion of carrying value to redemption value | (25,752,276) |
Contingently redeemable Class A Common Stock | $ 345,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 19, 2021USD ($) | Feb. 23, 2021Directorshares | Jan. 11, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 8,900,000 | |||||
Notes and advances payable – related party | $ 1,350,000 | $ 1,350,000 | ||||
Class F Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Units sold | shares | 8,625,000 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate issuance of unsecured promissory note | $ 300,000 | |||||
Debt instrument, call date, earliest | Jan. 31, 2022 | |||||
Debt instrument, call feature | The note is unsecured, non-interest bearing and matures on the earlier of: (i) January 31, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination. | |||||
Notes and advances payable – related party | $ 1,350,000 | $ 1,350,000 | ||||
Sponsor | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate issuance of unsecured promissory note | $ 4,000,000 | |||||
Founder Shares | Class F Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Founder shares transferred to independent directors | shares | 25,000 | |||||
Number of shares forfeited | shares | 1,125,000 | |||||
Conversion ratio | 1 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of independent director nominees | Director | 3 | |||||
Founder Shares | Sponsor | Class F Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Units sold | shares | 8,625,000 | |||||
Sale of common stock, value | $ 25,000 | |||||
Share price | $ / shares | $ 0.003 | |||||
Private Placement Warrants | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares warrant may be converted | shares | 1 | 1 | ||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||
Private Placement Warrants | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of warrants sold | shares | 2,966,666 | 2,966,666 | ||||
Warrants sold, price per warrant | $ / shares | $ 3 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 8,900,000 | |||||
Administrative Service Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate, monthly for office space, utilities and secretarial support | $ 20,000 | $ 20,000 | ||||
Administrative Service Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to affiliate | $ 22,857 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Deferred Underwriting Compensation [Abstract] | |
Deferred underwriting discount payable | $ 12,075,000 |
Percentage of deferred underwriting discount | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Impact related to uncertain tax positions | $ 0 |
Accrued interest related to uncertain tax positions | 0 |
Accrued penalties related to uncertain tax positions | $ 0 |
Investments and Cash Held in _2
Investments and Cash Held in Trust - Additional Information (Details) | Mar. 31, 2021USD ($) |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 345,006,678 |
Money Market Funds | |
Schedule Of Investments [Line Items] | |
Investments and cash held in Trust Account | $ 345,006,678 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Mar. 31, 2021USD ($)$ / shares | Mar. 01, 2021 | Feb. 25, 2021USD ($)$ / shares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years 6 months | 5 years 6 months | |
Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
Closing price | $ / shares | $ 10 | $ 10.41 | |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Aggregate values of Warrants | $ 2,936,999 | $ 4,600,000 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Aggregate values of Warrants | $ 4,269,375 | $ 6,727,500 | |
Until Close of Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 6 months | ||
Subsequent to Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
Expected Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Dividend rate | 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Key Inputs into Option Model for Private Placement Warrants and Public Warrants (Details) | Mar. 31, 2021 | Feb. 25, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant expiration term | 5 years 6 months | 5 years 6 months |
Selected Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 0.150 | 0.200 |
Risk-free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 0.0104 | 0.0091 |
Warrant Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 11.50 | 11.50 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at February 25, 2021 | $ 11,355,499 |
Change in fair value since initial measurement | (4,149,125) |
Fair value at March 31, 2021 | 7,206,374 |
Private Placement Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at February 25, 2021 | 4,627,999 |
Change in fair value since initial measurement | (1,691,000) |
Fair value at March 31, 2021 | 2,936,999 |
Public Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at February 25, 2021 | 6,727,500 |
Change in fair value since initial measurement | (2,458,125) |
Fair value at March 31, 2021 | $ 4,269,375 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Feb. 25, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | $ 345,006,678 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 4,269,375 | $ 6,727,500 |
Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 2,936,999 | $ 4,600,000 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 345,006,678 | |
Total | 352,213,052 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments and cash held in Trust Account | 345,006,678 | |
Total | 345,006,678 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 7,206,374 | |
Fair Value, Measurements, Recurring | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 4,269,375 | |
Fair Value, Measurements, Recurring | Public Warrants | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 4,269,375 | |
Fair Value, Measurements, Recurring | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 2,936,999 | |
Fair Value, Measurements, Recurring | Private Placement Warrants | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 2,936,999 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class Of Stock [Line Items] | ||
Number of votes for each share | Vote | 1 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 34,500,000 | |
Common stock, shares outstanding | 34,500,000 | |
Class F Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,625,000 | 0 |
Common stock, shares outstanding | 8,625,000 | 0 |