Document and Entity Information
Document and Entity Information - shares | 2 Months Ended | |
Mar. 31, 2021 | Jun. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40169 | |
Document Transition Report | false | |
Entity Registrant Name | First Reserve Sustainable Growth Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1662498 | |
Entity Address, Address Line One | 290 Harbor Drive, Fifth Floor | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902 | |
City Area Code | 203 | |
Local Phone Number | 661-6601 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001842883 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,243,955 | |
Title of 12(b) Security | Shares of Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | FRSG | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,560,989 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | FRSG W | |
Security Exchange Name | NASDAQ | |
Class A Common Stock and Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant | |
Trading Symbol | FRSG U | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Mar. 31, 2021USD ($) | |
Current assets: | ||
Cash | $ 1,946,003 | |
Prepaid expenses | 1,118,963 | |
Total current assets | 3,064,966 | |
Investments held in Trust Account | 222,440,108 | |
Total Assets | 225,505,074 | |
Current liabilities: | ||
Accounts payable | 61,903 | |
Accrued expenses | 439,833 | |
Franchise tax payable | 36,762 | |
Total current liabilities | 538,498 | |
Deferred underwriting commissions in connection with the initial public offering | 7,785,384 | |
Derivative warrant liabilities | 15,770,790 | |
Total liabilities | 24,094,672 | |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,586,686 | |
Accumulated deficit | (587,520) | |
Total stockholders' equity | 5,000,002 | |
Total Liabilities and Stockholders' Equity | 225,505,074 | |
Class A Common Stock | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 19,641,040 shares subject to possible redemption at $10.00 per share | 196,410,400 | |
Stockholders' Equity: | ||
Common stock, value | 261 | |
Total stockholders' equity | 261 | |
Class B Common Stock | ||
Stockholders' Equity: | ||
Common stock, value | 575 | [1] |
Total stockholders' equity | $ 575 | |
[1] | This number includes up to 189,011 shares of Class B common stock subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. On April 19, 2021 the underwriters waived their right to further exercise the over-allotment option, as a result the sponsor forfeited 189,011 Founder Shares |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, number of shares subject to possible redemption | 19,641,040 |
Common stock, redemption price per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 250,000,000 |
Common stock, shares issued | 2,602,915 |
Common stock, shares outstanding | 2,602,915 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Class B Common Stock | Over-Allotment Option | Maximum | |
Stock issued subject to forfeiture if remaining over-allotment option is not exercised in full or in part by underwriters | 189,011 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 2 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
General and administrative expenses | $ 110,887 | |
Franchise tax expenses | 36,762 | |
Loss from operations | (147,649) | |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | 47,040 | |
Offering costs associated with derivative warrant liabilitites | (487,468) | |
Income from investments held in Trust Account | 557 | |
Earnings before income taxes | (587,520) | |
Net loss | (587,520) | |
Class A Common Stock | ||
Other income (expense) | ||
Income from investments held in Trust Account | $ 492 | |
Weighted average shares outstanding, basic and diluted | shares | 19,647,131 | |
Basic and diluted net loss per share | $ / shares | $ 0 | |
Non-Redeemable Common Stock | ||
Other income (expense) | ||
Net loss | $ (587,520) | |
Weighted average shares outstanding, basic and diluted | shares | 6,052,604 | [1] |
Basic and diluted net loss per share | $ / shares | $ (0.10) | |
[1] | (1) This number excludes up to 189,011 shares of Class B common stock subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. On April 19, 2021 the underwriters waived their right to further exercise the over-allotment option, as a result the sponsor forfeited 189,011 Founder Shares |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - Class B Common Stock - Over-Allotment Option - shares | Apr. 19, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Forfeited shares | 189,011 | ||
Founder Shares | |||
Forfeited shares | 189,011 | ||
Founder Shares | Maximum | |||
Number of shares to be forfeited if remaining overallotment option is not exercised | 750,000 | 189,011 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER' EQUITY - 2 months ended Mar. 31, 2021 - USD ($) | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | |
Beginning Balance at Jan. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issuance of common stock to Sponsor | [1] | 25,001 | $ 575 | 24,426 | ||
Issuance of common stock to Sponsor (in shares) | [1] | 5,750,000 | ||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities | 214,320,511 | $ 2,225 | 214,318,286 | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities (in shares) | 22,243,955 | |||||
Offering costs | (12,347,590) | (12,347,590) | ||||
Common stock subject to possible redemption | (196,410,400) | $ (1,964) | (196,408,436) | |||
Common stock subject to possible redemption (in shares) | (19,641,040) | |||||
Net loss | (587,520) | (587,520) | ||||
Ending Balance at Mar. 31, 2021 | $ 5,000,002 | $ 261 | $ 575 | $ 5,586,686 | $ (587,520) | |
Ending Balance (in shares) at Mar. 31, 2021 | 2,602,915 | 5,750,000 | ||||
[1] | This number includes up to 189,011 shares of Class B common stock subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. On April 19, 2021 the underwriters waived their right to further exercise the over-allotment option, as a result the sponsor forfeited 189,011 Founder Shares. |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - Class B Common Stock - Over-Allotment Option - shares | Apr. 19, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Forfeited shares | 189,011 | ||
Founder Shares | |||
Forfeited shares | 189,011 | ||
Founder Shares | Maximum | |||
Number of shares to be forfeited if remaining overallotment option is not exercised | 750,000 | 189,011 |
UNAUDITED CONDENSED STATEMENT_5
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (587,520) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party under note payable | 682 |
General and administrative expenses paid by related party in exchange for issuance of Class B common stock | 4,001 |
Offering costs assoicated with derivative warrant liabilities | 487,468 |
Income from investments held in Trust Account | (557) |
Change in fair value of derivative warrant liabilities | (47,040) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,118,963) |
Accounts payable | 16,903 |
Accrued expenses | 4,833 |
Franchise tax payable | 36,762 |
Net cash used in operating activities | (1,203,431) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (222,439,550) |
Net cash used in investing activities | (222,439,550) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (65,775) |
Proceeds received from initial public offering, gross | 222,439,550 |
Proceeds received from private placement | 7,698,790 |
Offering costs paid | (4,483,581) |
Net cash provided by financing activities | 225,588,984 |
Net change in cash | 1,946,003 |
Cash - end of the period | 1,946,003 |
Supplemental disclosure of noncash financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 21,000 |
Offering costs included in accrued expenses | 435,000 |
Offering costs included in accounts payable | 45,000 |
Offering costs paid by related party under note payable | 65,094 |
Deferred underwriting commissions in connection with the initial public offering | 7,785,384 |
Initial value of Class A common stock subject to possible redemption as revised | 196,474,080 |
Change in value of Class A common shares subject to possible redemption | $ (63,679) |
Description of Organization and
Description of Organization and Business Operations | 2 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General First Reserve Sustainable Growth Corp. (the “Company”) was incorporated in Delaware on January 22, 2021. 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 “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) to March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. Sponsor and Proposed Financing The Company’s sponsor is First Reserve Sustainable Growth Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 22,243,955 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 2,243,955 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $222.4 million, and incurring offering costs of approximately $12.8 million, of which approximately $7.8 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,132,527 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $7.7 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “Public Stockholders”) of the Public Shares. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net 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, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will not be entitled to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period or time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements are issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global 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 statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from January 22, 2021 (Inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 5, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had no cash equivalents as of March 31, 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 marketable securities. Marketable securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). 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 5,560,989 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,132,527 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 shares of 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 10,693,516 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants would be anti-dilutive, using the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Period From January 22, 2021 (inception) through March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 492 Less: Company's portion available to be withdrawn to pay taxes (492 ) Net income attributable $ - Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,647,131 Basic and diluted net income per share $ - Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (587,520 ) Net income allocable to Class A common stock subject to possible redemption - Non-redeemable net loss $ (587,520 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,052,604 Basic and diluted net loss per share, Non-redeemable common stock $ (0.10 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards 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’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s 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 | 2 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 22,243,955 Units, including the partial exercise of the underwriters’ option to purchase 2,243,955 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $222.4 million, and incurring offering costs of approximately $12.8 million, of which approximately $7.8 million was for deferred underwriting commissions. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Due From Sponsor At the closing of the Initial Public Offering on March 9, 2021, proceeds from the sale of the Founder Shares (as defined below) in the amount of $25,000 were due to the Company. Such amount was paid by the Sponsor to the Company on March 11, 2021. Founder Shares On January 22, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of expenses on behalf of the Company, or approximately $0.004 per share. Up to 750,000 Founder Shares are subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters. The underwriters’ over-allotment option expires 45 days from the effective date of the registration statement. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on March 9, 2021 to purchase an addition of Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. On April 19, 2021 the remaining portion of the over-allotment option expired and, as a result, the Sponsor forfeited 189,011 Founder Shares. The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,132,527 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $7.7 million. No underwriting discounts or commissions were paid with respect to such sale. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the 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 Loans On January 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. The Company borrowed approximately $66,000 under the Note and fully repaid the balance on March 9, 2021. In addition, in order to finance transaction costs in connection with an Initial 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will 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 an Initial 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 an Initial Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of at least $25 million in value of these securities were entitled to demand that the Company file a registration statement covering such securities and to require the Company to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on March 9, 2021 to purchase an additional 2,243,955 Over-Allotment Units. On April 19, 2021 , as agreed with the Company, the underwriters waived their right to further exercise the option . The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.4 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
Stockholders' Equity
Stockholders' Equity | 2 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity 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 Company’s board of directors. As of March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2021, there were 2,602,915 shares of Class A common stock outstanding, excluding 19,641,040 shares of Class A common stock subject to possible conversion that were classified as temporary equity in the accompanying balance sheet. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On January 22, 2021, the Company issued 5,750,000 shares of Class B common stock, including an aggregate of up to 750,000 shares of Class B common stock that are subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Founder Shares will collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriters partially exercised their over-allotment option on March 9, 2021 to purchase an addition of 2,243,955 Units. On April 19, 2021, the underwriters waived their right to further exercise the option, as a result 189,011 Founder Shares were forfeited. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. Holders of Class B common stock can vote on directors only until business combination. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. 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 Initial Public Offering 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 Initial Public Offering 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). |
Warrants
Warrants | 2 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Warrants | Note 7—Warrants As of March 31, 2021, the Company had 5,560,989 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. In addition, if (a) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), and (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price and the $10.00 per share redemption trigger price described below under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. 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 warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants for cash 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 a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement; • upon a minimum of 30 days’ prior written notice to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the 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 on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings. No fractional shares of Class A common stock will be issued upon the exercise of warrants on a cashless basis. If, upon the exercise of warrants on a cashless basis, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an Initial 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 respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 2 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—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 March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 222,440,108 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ - $ - $ 8,174,650 Derivative warrant liabilities - Private placement warrants $ - $ - $ 7,596,140 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the period from January 22, 2021 (inception) through Level 1 assets include investments money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and the Private Placement Warrants have been estimated using a Monte Carlo simulation. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. 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 following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 9, 2021 March 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $9.63 - $9.54 $9.63 - $9.53 Volatility 20.4% 20.4% Dividend yield 0.0% 0.0% Term 5.0 5.0 Estimated time to M&A (Yr) 1.00 1.00 Risk-free rate 1.03% 1.16% The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 22, 2021 (inception) through March 31, 2021 is summarized as follows: |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 2 Months Ended |
Mar. 31, 2021 | |
Statement Of Financial Position [Abstract] | |
Revision to Prior Period Financial Statements | Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the period from January 22, 2021 (inception) through March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated March 9, 2021, filed on Form 8-K on March 16, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 9, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 9, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 9, 2021 As Previously Reported Revision Adjustments As Revised Balance Sheet Total assets $ 225,595,294 $ - $ 225,595,294 Liabilities and stockholders’ equity Total current liabilities $ 517,996 $ - $ 517,996 Deferred underwriting commissions 7,785,384 - 7,785,384 Derivative warrant liabilities - 15,817,830 15,817,830 Total liabilities 8,303,380 15,817,830 24,121,210 Class A common shares, $0.0001 par value; shares subject to possible redemption 212,291,910 (15,817,830 ) 196,474,080 Stockholders’ equity Prefered shares- $0.0001 par value - - - Class A common shares - $0.0001 par value 101 159 260 Class B common shares - $0.0001 par value 575 - 575 Additional paid-in-capital 5,035,697 487,309 5,523,006 Accumulated deficit (36,369 ) (487,468 ) (523,837 ) Total stockholders’ equity 5,000,004 - 5,000,004 Total liabilities and stockholders’ equity $ 225,595,294 $ - $ 225,595,294 |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were available for issuance. Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from January 22, 2021 (Inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 5, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 had no cash equivalents as of March 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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 marketable securities. Marketable securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the derivative warrant liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). 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 5,560,989 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 5,132,527 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
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 shares of 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2021, shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 10,693,516 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants would be anti-dilutive, using the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Period From January 22, 2021 (inception) through March 31, 2021 Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 492 Less: Company's portion available to be withdrawn to pay taxes (492 ) Net income attributable $ - Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,647,131 Basic and diluted net income per share $ - Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (587,520 ) Net income allocable to Class A common stock subject to possible redemption - Non-redeemable net loss $ (587,520 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 6,052,604 Basic and diluted net loss per share, Non-redeemable common stock $ (0.10 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Standards | Recent Accounting Standards 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’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s 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_3
Summary of Significant Accounting Policies (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share: |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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 that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - money market fund $ 222,440,108 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ - $ - $ 8,174,650 Derivative warrant liabilities - Private placement warrants $ - $ - $ 7,596,140 |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: |
Summary of Change in Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 22, 2021 (inception) through March 31, 2021 is summarized as follows: |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 2 Months Ended |
Mar. 31, 2021 | |
Statement Of Financial Position [Abstract] | |
Revisions to Post IPO Balance Sheet | The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of March 9, 2021 As Previously Reported Revision Adjustments As Revised Balance Sheet Total assets $ 225,595,294 $ - $ 225,595,294 Liabilities and stockholders’ equity Total current liabilities $ 517,996 $ - $ 517,996 Deferred underwriting commissions 7,785,384 - 7,785,384 Derivative warrant liabilities - 15,817,830 15,817,830 Total liabilities 8,303,380 15,817,830 24,121,210 Class A common shares, $0.0001 par value; shares subject to possible redemption 212,291,910 (15,817,830 ) 196,474,080 Stockholders’ equity Prefered shares- $0.0001 par value - - - Class A common shares - $0.0001 par value 101 159 260 Class B common shares - $0.0001 par value 575 - 575 Additional paid-in-capital 5,035,697 487,309 5,523,006 Accumulated deficit (36,369 ) (487,468 ) (523,837 ) Total stockholders’ equity 5,000,004 - 5,000,004 Total liabilities and stockholders’ equity $ 225,595,294 $ - $ 225,595,294 |
Description of Organization a_2
Description of Organization and Business Operations -Additional Information (Details) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||
Entity incorporation, date of incorporation | Jan. 22, 2021 | |
Sale of stock in shares | 2,243,955 | |
Gross proceeds | $ 222,439,550 | |
Offering costs | 4,483,581 | |
Funds held in trust account to be released | $ 0 | |
Redemption percentage of public shares if business combination not completed | 100.00% | |
Threshold period for redemption of public shares | 24 months | |
Maximum | ||
Class Of Stock [Line Items] | ||
Dissolution expenses | $ 100,000 | |
Net tangible assets threshold limit for redemption of public shares | $ 5,000,001 | |
Minimum | ||
Class Of Stock [Line Items] | ||
Fair market value in trust account percentage required for business combination | 80.00% | |
Initial Public Offering | ||
Class Of Stock [Line Items] | ||
Price per unit | $ 10 | |
Gross proceeds | $ 222,400,000 | |
Offering costs | 12,800,000 | |
Deferred underwriting commissions | $ 7,800,000 | |
Initial Public Offering | Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Sale of stock in shares | 22,243,955 | |
Over-Allotment Option | ||
Class Of Stock [Line Items] | ||
Sale of stock in shares | 2,243,955 | |
Gross proceeds from issuance of warrants | $ 4,400,000 | |
Private Placement Warrants | Sponsor | ||
Class Of Stock [Line Items] | ||
Sale of stock in shares | 5,132,527 | |
Price per unit | $ 1.50 | |
Gross proceeds from issuance of warrants | $ 7,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 2 Months Ended |
Mar. 31, 2021USD ($)shares | |
Significant Accounting Policies [Line Items] | |
Federal Depository Insurance Coverage limit | $ | $ 250,000 |
Cash equivalents | $ | $ 0 |
Anti-dilutive common shares in calculation of diluted loss per share | shares | 10,693,516 |
Unrecognized tax benefits | $ | $ 0 |
Interest and penalties accrued | $ | $ 0 |
ASU 2020-06 | |
Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Class A Common Stock | |
Significant Accounting Policies [Line Items] | |
Temporary equity shares subject to possible redemption | shares | 19,641,040 |
Public Warrants | |
Significant Accounting Policies [Line Items] | |
Warrants issued | shares | 5,560,989 |
Private Placement Warrants | |
Significant Accounting Policies [Line Items] | |
Warrants issued | shares | 5,132,527 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Details) | 2 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Numerator: | ||
Income from investments held in Trust Account | $ 557 | |
Net loss | (587,520) | |
Class A Common Stock Subject to Possible Redemption | ||
Numerator: | ||
Income from investments held in Trust Account | 492 | |
Less: Company's portion available to be withdrawn to pay taxes | $ (492) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | shares | 19,647,131 | |
Basic and diluted net income loss per share | $ / shares | $ 0 | |
Non-Redeemable Common Stock | ||
Numerator: | ||
Net loss | $ (587,520) | |
Denominator: | ||
Basic and diluted weighted average shares outstanding | shares | 6,052,604 | [1] |
Basic and diluted net income loss per share | $ / shares | $ (0.10) | |
[1] | (1) This number excludes up to 189,011 shares of Class B common stock subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. On April 19, 2021 the underwriters waived their right to further exercise the over-allotment option, as a result the sponsor forfeited 189,011 Founder Shares |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||
Sale of stock in shares | 2,243,955 | |
Gross proceeds | $ 222,439,550 | |
Offering costs | $ 4,483,581 | |
Warrants part of each unit | 0.025 | |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock part of each unit | 1 | |
Common stock issued, price per share | $ 0.0001 | |
Initial Public Offering | ||
Class Of Stock [Line Items] | ||
Price per unit | $ 10 | |
Gross proceeds | $ 222,400,000 | |
Offering costs | 12,800,000 | |
Deferred underwriting commissions | $ 7,800,000 | |
Initial Public Offering | Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Sale of stock in shares | 22,243,955 | |
Over-Allotment Option | ||
Class Of Stock [Line Items] | ||
Sale of stock in shares | 2,243,955 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 19, 2021 | Mar. 09, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Common stock issued, value | $ 214,320,511 | |||
Sale of stock in shares | 2,243,955 | |||
Warrant price per share | $ 11.50 | |||
Minimum | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, value | $ 25,000,000 | |||
Over-Allotment Option | ||||
Related Party Transaction [Line Items] | ||||
Sale of stock in shares | 2,243,955 | |||
Gross proceeds from issuance of warrants | $ 4,400,000 | |||
Class B Common Stock | Over-Allotment Option | ||||
Related Party Transaction [Line Items] | ||||
Forfeited shares | 189,011 | |||
Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, shares | 22,243,955 | |||
Common stock issued, value | $ 2,225 | |||
Common stock issued, price per share | $ 0.0001 | |||
Class A Common Stock | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, price per share | $ 9.20 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Amount borrowed under working capital loan | $ 0 | |||
Sponsor | Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Promissory note, related party | $ 66,000 | |||
Sponsor | Maximum | Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument principal amount | $ 300,000 | |||
Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, description of transaction | The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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. | |||
Common stock threshold trading days | 20 days | |||
Common stock consecutive trading days | 30 days | |||
Minimum holding period for shares after business combination | 150 days | |||
Founder Shares | Class B Common Stock | Over-Allotment Option | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common stock issued and outstanding after initial public offering | 20.00% | |||
Sale of stock in shares | 2,243,955 | |||
Period of Options | 45 days | |||
Forfeited shares | 189,011 | |||
Founder Shares | Class B Common Stock | Over-Allotment Option | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Number of shares to be forfeited if remaining overallotment option is not exercised | 750,000 | 189,011 | ||
Founder Shares | Class A Common Stock | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, price per share | $ 12 | |||
Founder Shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Amount due to company | $ 25,000 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, shares | 5,750,000 | |||
Common stock issued, value | $ 25,000 | |||
Common stock issued, price per share | $ 0.004 | |||
Private Placement Warrants | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Payment of underwriting discounts and commissions | $ 0 | |||
Warrants holding period after completion of business combination | 30 days | |||
Private Placement Warrants | Class A Common Stock | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued, price per share | $ 11.50 | |||
Number of securities called by each warrant | 1 | |||
Private Placement Warrants | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Warrant price per share | $ 1.50 | |||
Private Placement Warrants | Sponsor | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Potential conversion of working capital loan into warrants upon business combination | $ 1,500,000 | |||
Private Placement Warrants | Sponsor | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Sale of stock in shares | 5,132,527 | |||
Price per unit | $ 1.50 | |||
Gross proceeds from issuance of warrants | $ 7,700,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 |
Commitments And Contingencies [Line Items] | ||
Common stock issued, value | $ 214,320,511 | |
Number of shares granted | 3,000,000 | |
Sale of stock in shares | 2,243,955 | |
Underwriting discount per unit | $ 0.20 | |
Deferred underwriting commissions payable to underwriters | $ 7,785,384 | 7,785,384 |
Over-Allotment Option | ||
Commitments And Contingencies [Line Items] | ||
Sale of stock in shares | 2,243,955 | |
Underwriting discount per unit | $ 0.35 | |
Gross proceeds from issuance of warrants | $ 4,400,000 | |
Deferred underwriting commissions payable to underwriters | $ 7,800,000 | |
Minimum | ||
Commitments And Contingencies [Line Items] | ||
Common stock issued, value | $ 25,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Apr. 19, 2021 | Mar. 09, 2021 | Jan. 22, 2021 | Mar. 31, 2021 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Sale of stock in shares | 2,243,955 | |||
Common stock voting rights | Each share of common stock will have one vote on all such matters. | |||
Common stock, conversion basis description | one-for-one basis | |||
Percentage of common stock shares outstanding upon completion of initial public offering | 20.00% | |||
Over-Allotment Option | ||||
Class Of Stock [Line Items] | ||||
Sale of stock in shares | 2,243,955 | |||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 2,602,915 | |||
Number of shares, subject to possible redemption | 19,641,040 | |||
Common stock, shares issued | 2,602,915 | |||
Class B Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 5,750,000 | |||
Common stock, shares issued | 5,750,000 | |||
Class B Common Stock | Founder Shares | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares issued | 5,750,000 | |||
Class B Common Stock | Over-Allotment Option | ||||
Class Of Stock [Line Items] | ||||
Forfeited shares | 189,011 | |||
Class B Common Stock | Over-Allotment Option | Founder Shares | ||||
Class Of Stock [Line Items] | ||||
Percentage of common stock issued and outstanding after initial public offering | 20.00% | |||
Sale of stock in shares | 2,243,955 | |||
Forfeited shares | 189,011 | |||
Class B Common Stock | Over-Allotment Option | Founder Shares | Maximum | ||||
Class Of Stock [Line Items] | ||||
Number of shares to be forfeited if remaining overallotment option is not exercised | 750,000 | 189,011 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 2 Months Ended | |
Mar. 31, 2021 | Mar. 09, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Warrant exercise price, per share | $ 11.50 | |
Warrant expiration period | 5 years | |
Warrant exercisable, description | The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). | |
Class A Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Issue price per share | $ 0.0001 | |
Exercise price of warrants to be adjusted based on newly issued price, percentage | 115.00% | |
Fractional shares issued upon exercise of warrants on cashless basis | 0 | |
Class A Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Issue price per share | $ 9.20 | |
Percentage of gross proceeds from issuance of common stock in total equity proceeds | 60.00% | |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant outstanding | 5,560,989 | |
Fractional warrant will be issued upon separation of units | 0 | |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant outstanding | 5,132,527 | |
Price per Share Equals or Exceeds $18.00 | Class A Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant exercise price, per share | $ 0.01 | |
Exercise price of warrants to be adjusted based on newly issued price, percentage | 180.00% | |
Redemption trigger price per share | $ 18 | |
Warrant redemption description | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder | |
Threshold trading days | 20 days | |
Warrant redemption period | 30 days | |
Warrant exercise price | $ 11.50 | |
Price per Share Equals or Exceeds $18.00 | Class A Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Redemption trigger price per share | $ 18 | |
Threshold trading days | 30 days | |
Price per Share Equals or Exceeds $18.00 | Class A Common Stock | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Issue price per share | $ 18 | |
Price per Share Equals or Exceeds $10.00 | Class A Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant exercise price, per share | 0.10 | |
Redemption trigger price per share | $ 10 | |
Warrant redemption description | upon a minimum of 30 days’ prior written notice to each warrant holder | |
Threshold trading days | 1 day | |
Price per Share Equals or Exceeds $10.00 | Class A Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Threshold trading days | 10 days | |
Price per Share Equals or Exceeds $10.00 | Class A Common Stock | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Issue price per share | $ 10 | |
Proportion of shares exercisable per warrant on cashless basis | 0.361% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring | Mar. 31, 2021USD ($) |
Public Warrants | Significant Other Unobservable Inputs (Level 3) | |
Liabilities: | |
Derivative warrant liabilities | $ 8,174,650 |
Private Placement Warrants | Significant Other Unobservable Inputs (Level 3) | |
Liabilities: | |
Derivative warrant liabilities | 7,596,140 |
Money Market Fund | Significant Other Observable Inputs (Level 1) | |
Assets: | |
Investments held in Trust Account | $ 222,440,108 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Transfers between levels of hierarchy | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Mar. 09, 2021 | Mar. 31, 2021 |
Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 11.50 | 11.50 |
Stock Price | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 9.63 | 9.63 |
Stock Price | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 9.54 | 9.53 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 20.4 | 20.4 |
Dividend yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, term | 5 years | 5 years |
Estimated Time to M&A (Yr) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, estimated time to M&A (Yr) | 1 year | 1 year |
Risk-Free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.03 | 1.16 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Fair Value of Derivative Warrant Liabilities (Details) - Level 3 | 2 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Warrants | $ 15,817,830 |
Change in fair value of derivative warrant liabilities | (47,040) |
Derivative warrant liabilities, ending balance | $ 15,770,790 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Revisions to Post IPO Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Mar. 09, 2021 | Jan. 21, 2021 | |
Total assets | $ 225,505,074 | $ 225,595,294 | ||
Liabilities and Stockholders' Equity: | ||||
Total current liabilities | 538,498 | 517,996 | ||
Deferred underwriting commissions payable to underwriters | 7,785,384 | 7,785,384 | ||
Derivative warrant liabilities | 15,770,790 | 15,817,830 | ||
Total liabilities | 24,094,672 | 24,121,210 | ||
Stockholders' Equity: | ||||
Prefered shares- $0.0001 par value | ||||
Additional paid-in capital | 5,586,686 | 5,523,006 | ||
Accumulated deficit | (587,520) | (523,837) | ||
Total stockholders' equity | 5,000,002 | 5,000,004 | $ 0 | |
Total Liabilities and Stockholders' Equity | 225,505,074 | 225,595,294 | ||
As Previously Reported | ||||
Total assets | 225,595,294 | |||
Liabilities and Stockholders' Equity: | ||||
Total current liabilities | 517,996 | |||
Deferred underwriting commissions payable to underwriters | 7,785,384 | |||
Total liabilities | 8,303,380 | |||
Stockholders' Equity: | ||||
Prefered shares- $0.0001 par value | ||||
Additional paid-in capital | 5,035,697 | |||
Accumulated deficit | (36,369) | |||
Total stockholders' equity | 5,000,004 | |||
Total Liabilities and Stockholders' Equity | 225,595,294 | |||
Revision Adjustments | ||||
Liabilities and Stockholders' Equity: | ||||
Derivative warrant liabilities | 15,817,830 | |||
Total liabilities | 15,817,830 | |||
Stockholders' Equity: | ||||
Prefered shares- $0.0001 par value | ||||
Additional paid-in capital | 487,309 | |||
Accumulated deficit | (487,468) | |||
Class A Common Stock | ||||
Liabilities and Stockholders' Equity: | ||||
Class A common stock, $0.0001 par value; 19,641,040 shares subject to possible redemption at $10.00 per share | 196,410,400 | 196,474,080 | ||
Stockholders' Equity: | ||||
Common stock, value | 261 | 260 | ||
Total stockholders' equity | 261 | 0 | ||
Class A Common Stock | As Previously Reported | ||||
Liabilities and Stockholders' Equity: | ||||
Class A common stock, $0.0001 par value; 19,641,040 shares subject to possible redemption at $10.00 per share | 212,291,910 | |||
Stockholders' Equity: | ||||
Common stock, value | 101 | |||
Class A Common Stock | Revision Adjustments | ||||
Liabilities and Stockholders' Equity: | ||||
Class A common stock, $0.0001 par value; 19,641,040 shares subject to possible redemption at $10.00 per share | (15,817,830) | |||
Stockholders' Equity: | ||||
Common stock, value | 159 | |||
Class B Common Stock | ||||
Stockholders' Equity: | ||||
Common stock, value | 575 | [1] | 575 | |
Total stockholders' equity | $ 575 | $ 0 | ||
Class B Common Stock | As Previously Reported | ||||
Stockholders' Equity: | ||||
Common stock, value | $ 575 | |||
[1] | This number includes up to 189,011 shares of Class B common stock subject to forfeiture if the remaining over-allotment option is not exercised in full or in part by the underwriters. On April 19, 2021 the underwriters waived their right to further exercise the over-allotment option, as a result the sponsor forfeited 189,011 Founder Shares |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Revisions to Post IPO Balance Sheet (Parenthetical) (Details) - $ / shares | Mar. 31, 2021 | Mar. 09, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Class A Common Stock | ||
Common stock, par value | 0.0001 | 0.0001 |
Common stock, par value | 0.0001 | 0.0001 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |