Cover Page
Cover Page | 2 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Entity Registrant Name | Khosla Ventures Acquisition Co. II |
Document Type | S-4 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Entity Central Index Key | 0001846069 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2021 | Feb. 01, 2021 |
ASSETS | ||
Cash and cash equivalent | $ 1,685,423 | $ 25,000 |
Deferred offering costs associated with proposed public offering | 110,000 | |
Prepaid expenses | 638,177 | |
Total current assets | 2,323,600 | |
Assets Held-in-trust, Noncurrent | 416,344,118 | |
Other assets | 654,289 | |
Total assets | 419,322,007 | 135,000 |
Current liabilities: | ||
Accounts payable | 497,238 | |
Franchise tax payable | 50,000 | |
Accrued offering and formation costs | 44,833 | 120,000 |
Advances from related party | 124,986 | |
Total current liabilities | 717,057 | 120,000 |
Deferred underwriting fees payable | 14,572,044 | |
Total liabilities | 15,289,101 | |
Class A Common stock subject to possible redemption, 39,960,524 shares at $10.00 | 399,032,900 | |
Stockholder Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 5,089,830 | 24,000 |
Accumulated Deficit | (91,111) | (10,000) |
Total stockholders' equity | 5,000,006 | 15,000 |
Total Liabilities and Stockholders' Equity | 419,322,007 | 135,000 |
Common Class A [Member] | ||
Stockholder Equity: | ||
Common Stock, Value | 287 | 0 |
Total stockholders' equity | 287 | 0 |
Common Class B [Member] | ||
Stockholder Equity: | ||
Common Stock, Value | 500 | 500 |
Total stockholders' equity | 500 | 500 |
Common Class K [Member] | ||
Stockholder Equity: | ||
Common Stock, Value | 500 | 500 |
Total stockholders' equity | $ 500 | $ 500 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 2 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Preferred Stock Par Value Per Share | $ / 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 subject to possible redemption | 39,903,290 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 |
Common Stock Shares Issued | 2,863,810 |
Common Stock Shares Outstanding | 2,863,810 |
Class B Common Stock | |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 |
Common Stock Shares Issued | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 |
Class K Common Stock | |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 |
Common Stock Shares Issued | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 |
Class K Founder Shares | |
Shares Issued to sponser forfeited | 5,000,000 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | Feb. 01, 2021 | Mar. 31, 2021 |
Formation costs | $ 10,000 | $ 25,000 |
General and administrative expenses | 16,111 | |
Franchise tax expense | 50,000 | |
Net loss | $ (10,000) | $ (91,111) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,000,000 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Class A Common Stock | Common Stock Subject To Possible Redemption [Member] | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 39,997,668 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Class B Common Stock | Non Redeemable Common Stock [Member] | ||
Earnings Per Share, Basic and Diluted | $ (0.01) | |
Common Stock Class A and Class B [Member] | Non Redeemable Common Stock [Member] | ||
Net loss | $ (91,111) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,658,032 | |
Earnings Per Share, Basic and Diluted | $ (0.01) | |
Class K Founder Shares | ||
Shares Issued to sponser forfeited | 5,000,000 | 5,000,000 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Total | Private Placement | Class A Common Stock | Class B Common Stock | Class K Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalPrivate Placement | Accumulated Deficit |
Beginning balance at Jan. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 500 | $ 500 | 24,000 | ||||
Issuance of Class B ordinary shares to Sponsor, shares | 5,000,000 | 5,000,000 | ||||||
Net loss | (10,000) | (10,000) | ||||||
Ending balance at Feb. 01, 2021 | 15,000 | $ 0 | $ 500 | $ 500 | 24,000 | (10,000) | ||
Ending Balance (in shares) at Feb. 01, 2021 | 0 | 5,000,000 | 5,000,000 | |||||
Beginning balance at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning Balance (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 12,500 | $ 500 | 12,000 | |||||
Issuance of Class B ordinary shares to Sponsor, shares | 5,000,000 | |||||||
Issuance of Class K ordinary shares to Sponsor | 12,500 | $ 500 | 12,000 | |||||
Issuance of Class K ordinary shares to Sponsor, shares | 5,000,000 | |||||||
Stock Issued During Period, Value, Issued for Services | 416,344,118 | $ 4,164 | 416,339,954 | |||||
Stock Issued During Period, Shares, Issued for Services | 41,634,412 | |||||||
Underwriting discounts | (8,326,880) | (8,326,880) | ||||||
Deferred underwriting fee payable | (14,572,044) | (14,572,044) | ||||||
Offering costs | (673,057) | (673,057) | ||||||
Sale of stocks | $ 11,326,880 | $ 11,326,766 | ||||||
Common stock subject to possible redemption | (399,032,900) | $ (3,991) | (399,028,909) | |||||
Common stock subject to possible redemption, shares | (39,903,290) | |||||||
Net loss | (91,111) | (91,111) | ||||||
Ending balance at Mar. 31, 2021 | $ 5,000,006 | $ 287 | $ 500 | $ 500 | $ 5,089,830 | $ (91,111) | ||
Ending Balance (in shares) at Mar. 31, 2021 | 2,863,810 | 5,000,000 | 5,000,000 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parenthetical) - shares | Feb. 01, 2021 | Mar. 31, 2021 |
Class K Founder Shares | ||
Shares Issued to sponser forfeited | 5,000,000 | 5,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | Feb. 01, 2021 | Mar. 31, 2021 |
Cash Flows from Operating Activities | ||
Net Loss | $ (10,000) | $ (91,111) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of prepaid expenses | 16,111 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (654,288) | |
Other assets | (654,289) | |
Accounts payable | 25,000 | |
Franchise tax payable | 50,000 | |
Accrued expenses | 10,000 | |
Net cash used in operating activities | 0 | (1,308,577) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (416,344,118) | |
Net cash used in Investing Activities: | (416,344,118) | |
Cash Flows from Financing Activities | ||
Proceeds from sale of Units, net of deferred underwriting discounts paid | 25,000 | 408,017,238 |
Proceeds from Private Placement shares | 11,326,880 | |
Sponsor contribution for class B and K common stock | 25,000 | |
Proceeds from transfer of shares | 300 | |
Payment of offering costs | (31,300) | |
Net cash provided by financing activities | 25,000 | 419,338,118 |
Net increase in cash | 25,000 | 1,685,423 |
Cash - beginning of period | 0 | 0 |
Cash - end of period | 25,000 | 1,685,423 |
Supplemental disclosure of noncash investing and financing activities: | ||
Initial classification of Class A common stock subject to possible redemption | 399,161,990 | |
Change in initial classifications of Class A common stock subject to possible redemption | 129,090 | |
Deferred offering costs included in accrued offering costs | $ 110,000 | 44,833 |
Deferred offering costs included in accounts payable | 472,238 | |
Deferred offering costs paid through promissory note - related party | 124,686 | |
Deferred underwriting fees payable | $ 14,572,044 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern | Feb. 01, 2021 | Mar. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations, Going Concern | Description of Organization, Business Operations, Going Concern and Basis of Presentation Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 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 “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of February 1, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through February 1, 2021 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 40,000,000 shares of Class A common stock of the Company (each, a “Share” and collectively, the “Shares”) at $10.00 per Share (or 46,000,000 Shares if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 1,100,000 shares of the Company (or 1,220,000 shares if the underwriter’s over-allotment option is exercised in full) (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Share sold in the Proposed Public Offering, including the proceeds from the sale of the private placement shares and the sale of forward purchase shares, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of February 1, 2021, the Company had $25,000 in cash and a working capital deficiency of $95,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through the Proposed Public Offering. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic on the industry and its effect on the Company’s financial position, results its operations and/or search for a target company. See further discussion of the Company’s assessment of the COVID-19 pandemic below. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, 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. | Note 1 — Description of Organization, Business Operations, Going Concern (As Restated) Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 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 “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 26, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through March 26, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) described below. The Company has selected December 31 as its fiscal year end. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000, which is described in Note 4. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designate March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 1,100,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Company’s Sponsor, Khosla Ventures SPAC Sponsor LLC, generating aggregate gross proceeds to the Company of $11,000,000, which is described in Note 4. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon completion of the Initial Public Offering in March 2021. Following the closing of the Initial Public Offering on March 26, 2021, an amount of $400,000,000 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 of the underwriters’ deferred discount was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. On March 26, 2021, an additional $16,344,118 was placed in the trust account, comprised of prepaid proceeds from the sale of additional Private Placement Shares issued pursuant to the exercise of the underwriters’ over-allotment option, which subsequently settled on March 30, 2021. Including the $163,440 of prepaid proceeds paid on March 26, 2021, the total proceeds from the sale of the additional Private Placement Shares was $326,880. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the Initial Public Offering and the Private Placements held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the Initial Public Offering, or 27 months if a definitive agreement with respect to a business combination has been entered into before such 24-month period or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months from the closing of the Initial Public Offering, or 27 months if a definitive agreement with respect to a business combination has been entered into before such 24-month period, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the private placement shares and the sale of forward purchase shares, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or 27 months if a definitive agreement with respect to a business combination has been entered into before such 24-month period (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of 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 condensed financial statements are issued and therefore substantial doubt has been alleviated. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | Feb. 01, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 February 1, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At February 1, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock except for Class K common stock held by the Sponsor that are subject to forfeiture to the extent that the Company does not complete an initial business combination or achieve certain market price criteria for Class A shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of February 1, 2021. FASB 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 February 1, 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 February 1, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from January 29, 2021 (inception) through February 1, 2021. Recent Accounting Pronouncements | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on March 25, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 2, 2021. The interim results for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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 of 2002, 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 shareholder 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 statement 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. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, the Company had $416,344,118 in cash held in the trust account, which the Company categorizes as a Level 1 asset within the ASC 820 hierarchy. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,685,423 in cash and no cash equivalents as of March 31, 2021. Cash Held in Trust Account As of March 31, 2021, the Company had $416,344,118 in cash held in the Trust Account. Common Stock Subject to Possible Redemption (As Restated) The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, 39,903,290 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were changed to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2021. FASB 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. The Company’s provision for income taxes and deferred tax assets were deemed to be de minimis as of March 31, 2021. Net Loss Per Share of Common Stock (As Restated) Net loss per share is computed by dividing net loss by the weighted average number of common stock issued and outstanding during the period, excluding common stock subject to forfeiture. The Class K Founder Shares will convert into shares of Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted loss per share, since the Class K common stock conversion into Class A common stock is contingent upon the occurrence of future events. Private Placement Shares are not considered public shares, are only redeemable subject to transfer restrictions, and are worthless if the Company did not complete its business combination within a certain timeframe as stated in the Private Placement Share agreement; and, as such, are not considered outstanding shares for the calculation of earnings per share. The Company’s unaudited statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two method of income (loss) per share. Net earnings per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing interest income earned on the Trust Account of $0 for the quarter ended March 31, 2021, by the weighted average number of Class A redeemable common stock of 39,997,668 units outstanding for the period. Net loss per common stock, basic and diluted, for non-redeemable common stock for the quarter ended March 31, 2021 is calculated by dividing net loss of $91,111, less income attributable to Class A redeemable common stock of $0, by the weighted average number of Class B and Class A non-redeemable common stock outstanding for the period of 6,658,032 shares, resulting in a loss of $(0.01) per share. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A common stock Interest income earned on Trust Account $ — Less: Applicable franchise and income taxes — Net loss attributable to Redeemable Class A common stock $ — Denominator: Weighted Average Stock Outstanding, Redeemable Class A Basic and diluted weighted average shares outstanding, Redeemable Class A 39,997,668 Basic and diluted net loss per share, Redeemable Class A — Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net loss allocable to Redeemable Class A common stock Net loss $ (91,111) Less: Net loss allocable to Redeemable Class A common stock - — Net loss attributable to Non-Redeemable Class A and Class B common stock shareholders $ (91,111) Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 6,658,032 Basic and diluted net loss per share, Non-Redeemable Class A and Class B $ (0.01) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | Feb. 01, 2021 | Mar. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Initial Public Offering | Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 40,000,000 Shares at a price of $10.00 per Share. The Company will grant the underwriters a 45-day option from the date of the final prospectus relating to the Proposed Public Offering to purchase up to 6,000,000 additional Shares to cover over-allotments, if any, at the Proposed Public Offering price, less underwriting discounts and commissions. | Note 4 — Initial Public Offering (As Restated) Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments (See Note 7). Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 1,100,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Company’s sponsor, Khosla Ventures SPAC Sponsor LLC, generating aggregate gross proceeds to the Company of $11,000,000. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. An additional 32,688 Private Placement Shares were sold in connection with the underwriters’ partial exercise of their over-allotment option for total proceeds of $326,880. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. Accordingly, between the close date of the Initial Public Offering and balance sheet date of March 31, 2021, an additional $ 16,344,118 was placed in the trust account, comprised of proceeds from the sale of additional Private Placement Shares to Sponsor and Public Shares pursuant to the exercise of the underwriters’ over-allotment option, which settled on March 30, 2021. |
Related Party Transactions
Related Party Transactions | Feb. 01, 2021 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Related Party Transactions Founder Shares In January 2021, the sponsor acquired 10,000,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B founder shares and 5,000,000 Class K founder shares. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Class B founder shares The Class B founder shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B founder shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination, (y) any shares of Class A common stock issuable upon conversion of the Class K founder shares and (z) any private placement shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Class K founder shares The Class K founder shares will convert into shares of Class A common stock after our initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of our initial business combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K founder shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares (including both Class B founder shares and Class K founder shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares and Class K founder shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any private placement shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. The Company performed an assessment in accordance with Accounting Standards Codification (“ASC”) 480 — Distinguishing Liabilities from Equities and ASC 815 — Derivatives and Hedging to conclude whether the embedded features of Class K common stock constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that Class K common stock should be equity-classified and its embedded features should not be bifurcated. Forward-Purchase Shares Our sponsor has agreed to purchase an aggregate of up to 1,000,000 shares of Class A common stock (the“forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that will close simultaneously with the closing of our initial business combination. The forward purchase shares will be identical to the public shares being sold in this offering, except the forward-purchase shares will be subject to transfer restrictions and certain registration rights, as described herein. Private Placement Shares The Sponsor will agree to purchase an aggregate of 1,100,000 Private Placement Shares (or 1,220,000 Private Placement Shares if the underwriter’s over-allotment option is exercised in full), at a price of $10.00 per Private Placement Shares, or approximately $11.0 million in the aggregate (or $12.2 million if the underwriter’s over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Shares will be worthless. The Private Placement Shares will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Shares will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares (except to permitted transferees) until 30 days after the completion of the initial Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. | Note 5 — Related Party Transactions Advances From Related Party On February 8, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at March 31, 2021 was $124,986. Founder Shares On January 29, 2021, the Sponsor acquired 10,000,000 Founder Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B Founder Shares and 5,000,000 Class K Founder Shares. Prior to the initial investment in the company of $25,000 by the sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the company by the aggregate number of Founder Shares issued. On March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Founder Shares The Class B Founder Shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial business combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. Class K Founder Shares The Class K Founder Shares will convert into shares of Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions, in each case, as described in this proxy statement/prospectus. The Class K Founder Shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares (including both Class B Founder Shares and Class K Founder Shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B Founder Shares and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. The Company performed an assessment in accordance with Accounting Standards Codification (“ASC”) 480 — Distinguishing Liabilities from Equities and ASC 815 — Derivatives and Hedging to conclude whether the embedded features of Class K common stock constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that Class K common stock should be equity-classified and its embedded features should not be bifurcated. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Private Placement Shares (As Restated) Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 1,100,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $11,000,000. An additional 32,688 Private Placement Shares were sold in connection with the underwriters’ partial exercise of their over-allotment option for total proceeds of $326,880. As of March 31, 2021, Sponsor has purchased 1,132,688 of Private Placement Shares for an aggregate purchase price of $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) any of their Class B Founder Shares (and any shares of Class A common stock issuable upon conversion thereof) until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our 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 our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) any of their shares of Class K common stock for any reason, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property; provided, that any shares of Class A common stock issued upon conversion of any shares of Class K common stock will not be subject to such restrictions on transfer. Forward Purchase Agreement The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 1,000,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that would close simultaneously with the closing of the initial business combination. The proceeds from the sale of these forward-purchase shares, together with the amounts available to the Company from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less than 1,000,000 |
Commitments & Contingencies
Commitments & Contingencies | Feb. 01, 2021 | Mar. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments & Contingencies | Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares and Forward-Purchase Shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the Initial Public Offering. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable lock-up period. Underwriting Agreement (As Restated) The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044 . The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | Feb. 01, 2021 | Mar. 31, 2021 |
Equity [Abstract] | ||
Stockholders' Equity | Stockholder’s Equity Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of February 1, 2021, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — The Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share. On February 1, 2021, 5,000,000 shares of Class B common stock were issued and outstanding. 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 Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B common stock shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. Class K Common Stock — The Company is authorized to issue 30,000,000 shares of Class K common stock with a $0.0001 par value. As of February 1, 2021, there were 5,000,000 shares of Class K common stock issued and outstanding. The shares of Class K common stock are non-voting and will convert into shares of Class A common stock following the initial Business Combination to the extent certain triggering vesting events occur prior to the | Note 7 — Stockholders’ Equity (As Restated) Class A Common Stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. At March 31, 2021, there were 2,863,810 shares of Class A common stock issued and outstanding, excluding 39,903,290 shares of common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. At March 31, 2021, 5,000,000 Class B common stock were issued and outstanding. Class K Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. At March 31, 2021, 5,000,000 Class B common stock were issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. Preferred Stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of March 31, 2021, there were no shares of preferred stock issued or outstanding. |
Subsequent Events
Subsequent Events | Feb. 01, 2021 | Mar. 31, 2021 |
Subsequent Events [Abstract] | ||
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | Feb. 01, 2021 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on March 25, 2021, as well as the Company’s |
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 of 2002, 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. | 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 of 2002, 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 shareholder approval of any golden parachute payments not previously approved. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. 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 |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,685,423 in cash and no cash equivalents as of March 31, 2021. | |
Cash Held in Trust Account | Cash Held in Trust Account As of March 31, 2021, the Company had $416,344,118 in cash held in the Trust Account. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption (As Restated) The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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. | |
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 February 1, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were changed to stockholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of February 1, 2021. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2021. |
Net Loss Per Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At February 1, 2021, the Company did not have any dilutive securities and | Net Loss Per Share of Common Stock (As Restated) Net loss per share is computed by dividing net loss by the weighted average number of common stock issued and outstanding during the period, excluding common stock subject to forfeiture. The Class K Founder Shares will convert into shares of Class A common stock after the initial business combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial business combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial business combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted loss per share, since the Class K common stock conversion into Class A common stock is contingent upon the occurrence of future events. Private Placement Shares are not considered public shares, are only redeemable subject to transfer restrictions, and are worthless if the Company did not complete its business combination within a certain timeframe as stated in the Private Placement Share agreement; and, as such, are not considered outstanding shares for the calculation of earnings per share. The Company’s unaudited statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two method of income (loss) per share. Net earnings per common stock, basic and diluted, for Class A redeemable common stock is calculated by dividing interest income earned on the Trust Account of $0 for the quarter ended March 31, 2021, by the weighted average number of Class A redeemable common stock of 39,997,668 units outstanding for the period. Net loss per common stock, basic and diluted, for non-redeemable common stock for the quarter ended March 31, 2021 is calculated by dividing net loss of $91,111, less income attributable to Class A redeemable common stock of $0, by the weighted average number of Class B and Class A non-redeemable common stock outstanding for the period of 6,658,032 shares, resulting in a loss of $(0.01) per share. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A common stock Interest income earned on Trust Account $ — Less: Applicable franchise and income taxes — Net loss attributable to Redeemable Class A common stock $ — Denominator: Weighted Average Stock Outstanding, Redeemable Class A Basic and diluted weighted average shares outstanding, Redeemable Class A 39,997,668 Basic and diluted net loss per share, Redeemable Class A — Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net loss allocable to Redeemable Class A common stock Net loss $ (91,111) Less: Net loss allocable to Redeemable Class A common stock - — Net loss attributable to Non-Redeemable Class A and Class B common stock shareholders $ (91,111) Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 6,658,032 Basic and diluted net loss per share, Non-Redeemable Class A and Class B $ (0.01) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 2 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of earnings per share basic and diluted loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A common stock Interest income earned on Trust Account $ — Less: Applicable franchise and income taxes — Net loss attributable to Redeemable Class A common stock $ — Denominator: Weighted Average Stock Outstanding, Redeemable Class A Basic and diluted weighted average shares outstanding, Redeemable Class A 39,997,668 Basic and diluted net loss per share, Redeemable Class A — Non-Redeemable Class A and Class B Common Stock Numerator: Net loss minus net loss allocable to Redeemable Class A common stock Net loss $ (91,111) Less: Net loss allocable to Redeemable Class A common stock - — Net loss attributable to Non-Redeemable Class A and Class B common stock shareholders $ (91,111) Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 6,658,032 Basic and diluted net loss per share, Non-Redeemable Class A and Class B $ (0.01) |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern - Additional Information (Detail) - USD ($) | Mar. 26, 2021 | Feb. 01, 2021 | Mar. 31, 2021 |
Entity incorporation, date of incorporation | Jan. 29, 2021 | ||
Shares issued, price per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 400,000,000 | ||
Proceeds from issuance of private placement | $ 11,326,880 | ||
Gross proceeds from share issued | $ 25,000 | $ 408,017,238 | |
Threshold percentage of stock price trigger obligation to redeem | 100.00% | ||
Number of business days after the expiry date within which the public shares shall be redeemed | 24 months | ||
Percentage of the net assets of the target company excluding the amount of any deferred underwriting commissions | 80.00% | 80.00% | |
Equity method investment ownership percentage | 50.00% | 50.00% | |
Per share amount to be maintained in the trust account | $ 10 | $ 10 | |
Maturity of investment held in trust account | 180 days | 180 days | |
Number of business days to complete business combination | 24 months | 24 months | |
Interest expense, trust account | $ 100,000 | $ 100,000 | |
Liquidation basis of accounting, liquidation plan | of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims | ||
Working capital deficiency | $ 95,000 | ||
Asset Held In Trust Account [Member] | |||
Shares issued, price per share | $ 10 | $ 10 | |
Public Stockholders [Member] | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |
Percentage of public shareholding eligible for redemption without prior consent | 15.00% | 15.00% | |
Percentage of public shareholding eligible for redemption on non occurrence of business combination | 100.00% | 100.00% | |
IPO | |||
Stock Issued During Period, Shares, New Issues | 400,000,000 | ||
Shares issued, price per share | $ 10 | $ 10 | |
Sale of stock issue price per share | $ 10 | ||
Private Placement | |||
Additional shares issued | 16,344,118 | ||
Class A Common Stock | |||
Stock Issued During Period, Shares, New Issues | 41,634,412 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | IPO | |||
Stock Issued During Period, Shares, New Issues | 40,000,000 | 40,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Shares issued, price per share | 10 | $ 10 | |
Sale of stock issue price per share | $ 10 | ||
Class A Common Stock | IPO, Including Over-Allotment Option | |||
Stock Issued During Period, Shares, New Issues | 46,000,000 | ||
Class A Common Stock | Private Placement | |||
Stock Issued During Period, Shares, New Issues | 1,100,000 | 1,100,000 | |
Common stock, par or stated value per share | $ 0.0001 | ||
Shares issued, price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 11,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Class A Common Stock | Private Placement, Including Over-Allotment Option | |||
Stock Issued During Period, Shares, New Issues | 1,220,000 | ||
Class A Common Stock | Over-Allotment Option | |||
Stock Issued During Period, Shares, New Issues | 1,634,412 | 6,000,000 | |
Shares issued, price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted Loss Per Common Share (Detail) - USD ($) | Feb. 01, 2021 | Mar. 31, 2021 |
Numerator: Earnings allocable to Redeemable Class A common stock | ||
Interest income earned on Trust Account | $ 0 | |
Denominator: Weighted Average Stock Outstanding, Redeemable Class A | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,000,000 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Numerator: Net loss minus net loss allocable to Redeemable Class A common stock | ||
Net loss | $ (10,000) | (91,111) |
Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,000,000 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Class A Common Stock | Common Stock Subject To Possible Redemption [Member] | ||
Numerator: Earnings allocable to Redeemable Class A common stock | ||
Interest income earned on Trust Account | 0 | |
Less: Applicable franchise and income taxes | 0 | |
Net loss attributable to Redeemable Class A common stock | $ 0 | |
Denominator: Weighted Average Stock Outstanding, Redeemable Class A | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 39,997,668 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Numerator: Net loss minus net loss allocable to Redeemable Class A common stock | ||
Less: Net loss allocable to Redeemable Class A common stock - | $ 0 | |
Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 39,997,668 | |
Earnings Per Share, Basic and Diluted | $ 0 | |
Common Stock Class A and Class B [Member] | Non Redeemable Common Stock [Member] | ||
Numerator: Earnings allocable to Redeemable Class A common stock | ||
Net loss attributable to Redeemable Class A common stock | $ 0 | |
Denominator: Weighted Average Stock Outstanding, Redeemable Class A | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,658,032 | |
Earnings Per Share, Basic and Diluted | $ (0.01) | |
Numerator: Net loss minus net loss allocable to Redeemable Class A common stock | ||
Net loss | $ (91,111) | |
Less: Net loss allocable to Redeemable Class A common stock - | 0 | |
Net loss attributable to Non-Redeemable Class A and Class B common stock shareholders | $ (91,111) | |
Denominator: Weighted Average Stock Outstanding, Non-Redeemable Class A and Class B | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,658,032 | |
Earnings Per Share, Basic and Diluted | $ (0.01) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 01, 2021 | Mar. 31, 2021 |
Cash | $ 1,685,423 | |
Cash equivalents | 0 | |
Assets Held-in-trust, Noncurrent | $ 416,344,118 | |
Concentration risk, credit risk, uninsured deposits | 250,000 | |
Net loss | $ (10,000) | $ (91,111) |
Weighted average number of shares outstanding, basic and diluted | 5,000,000 | |
Basic and diluted net loss per share | $ 0 | |
Interest income earned on Trust Account | $ 0 | |
Class A Common Stock | ||
Common stock subject to possible redemption | 39,903,290 | |
Class A Common Stock | Common Stock Subject To Possible Redemption [Member] | ||
Weighted average number of shares outstanding, basic and diluted | 39,997,668 | |
Basic and diluted net loss per share | $ 0 | |
Interest income earned on Trust Account | $ 0 | |
Common Stock Class A and Class B [Member] | Non Redeemable Common Stock [Member] | ||
Net loss | $ (91,111) | |
Weighted average number of shares outstanding, basic and diluted | 6,658,032 | |
Basic and diluted net loss per share | $ (0.01) | |
Triggering Events Stock Trading Price One [Member] | Class A Common Stock | ||
Conversion of share, price per share | 20 | 20 |
Triggering Events Stock Trading Price Two [Member] | Class A Common Stock | ||
Conversion of share, price per share | 25 | 25 |
Triggering Events Stock Trading Price Three [Member] | Class A Common Stock | ||
Conversion of share, price per share | $ 30 | $ 30 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 26, 2021 | Feb. 01, 2021 | Mar. 31, 2021 |
Shares issued, price per share | $ 10 | ||
Proceeds from Private Placement shares | $ 11,326,880 | ||
Assets held in trust | $ 16,344,118 | ||
IPO | |||
Stock Issued During Period, Shares, New Issues | 400,000,000 | ||
Shares issued, price per share | $ 10 | $ 10 | |
Class A Common Stock | |||
Stock Issued During Period, Shares, New Issues | 41,634,412 | ||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | IPO | |||
Stock Issued During Period, Shares, New Issues | 40,000,000 | 40,000,000 | |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 | |
Shares issued, price per share | $ 10 | $ 10 | |
Class A Common Stock | Over-Allotment Option | |||
Stock Issued During Period, Shares, New Issues | 1,634,412 | 6,000,000 | |
Shares issued, price per share | $ 10 | ||
Class A Common Stock | Private Placement | |||
Stock Issued During Period, Shares, New Issues | 1,100,000 | 1,100,000 | |
Common Stock Par Value Per Share | $ 0.0001 | ||
Shares issued, price per share | $ 10 | ||
Proceeds from Private Placement shares | $ 11,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Mar. 10, 2021 | Feb. 01, 2021 | Jan. 29, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Feb. 08, 2021 |
Stock Issued During Period, Value, Issued for Services | $ 416,344,118 | ||||||
Sponser [Member] | |||||||
Maximum Borrowing Capacity | $ 300,000 | ||||||
Founder shares [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services | 10,000,000 | 10,000,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | |||||
Class A Common Stock | |||||||
Stock Issued During Period, Shares, Issued for Services | 41,634,412 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 4,164 | ||||||
Class A Common Stock | Triggering Events Stock Trading Price One [Member] | |||||||
Conversion of share, price per share | $ 20 | $ 20 | |||||
Class A Common Stock | Triggering Events Stock Trading Price Two [Member] | |||||||
Conversion of share, price per share | 25 | 25 | |||||
Class A Common Stock | Triggering Events Stock Trading Price Three [Member] | |||||||
Conversion of share, price per share | $ 30 | 30 | |||||
Class A Common Stock | Private Placement | |||||||
Sale of stock, number of shares issued in transaction | 1,100,000 | ||||||
Sale of stock, price per share | $ 10 | 10 | |||||
Sale of stock, consideration received per transaction | $ 11,000,000 | $ 11,000,000 | |||||
Stock price threshold limit | $ 12 | 12 | |||||
Class A Common Stock | Forward Purchase Agreement [Member] | |||||||
Sale of stock, number of shares issued in transaction | 1,000,000 | 1,000,000 | |||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||||
Sale of stock, consideration received per transaction | $ 10,000,000 | $ 10,000,000 | |||||
Class A Common Stock | Private Placement, Including Over-Allotment Option | |||||||
Sale of stock, consideration received per transaction | $ 12,200,000 | ||||||
Class B Common Stock | |||||||
Stock Issued During Period, Shares, Issued for Services | 120,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 300 | ||||||
Class B Founder Shares [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | 5,000,000 | |||||
Percent of stock convertible | 15.00% | 15.00% | 15.00% | ||||
Class K Founder Shares | |||||||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | 5,000,000 | |||||
Percent of stock convertible | 30.00% | 30.00% | 30.00% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | Mar. 26, 2021 | Mar. 31, 2021 | Feb. 01, 2021 |
Loss Contingencies [Line Items] | |||
Deferred underwriting fees payable | $ 14,572,044 | ||
Over-Allotment Option | |||
Loss Contingencies [Line Items] | |||
Additional number of shares purchased | 6,000,000 | ||
IPO | |||
Loss Contingencies [Line Items] | |||
Sale of stock, price per share | $ 10 | ||
IPO | Class A Common Stock | |||
Loss Contingencies [Line Items] | |||
Additional number of shares issued | 1,634,412 | ||
Sale of stock, price per share | $ 10 | ||
Sale of stock, number of shares issued in transaction | 41,634,412 | ||
Underwriting discount, price per share | $ 0.20 | ||
Underwriting discount | $ 8,000,000 | ||
Deferred underwriting commissions, per share | $ 0.35 | ||
Deferred underwriting commissions | $ 14,000,000 | ||
IPO, Including Over-Allotment Option | Class A Common Stock | |||
Loss Contingencies [Line Items] | |||
Underwriting discount | 9,200,000 | ||
Deferred underwriting commissions | $ 16,100,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Feb. 01, 2021 |
Preferred Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Class A Common Stock | ||
Common Stock Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Issued | 2,863,810 | 0 |
Common Stock Shares Outstanding | 2,863,810 | 0 |
Common stock subject to possible redemption | 39,903,290 | |
Class B Common Stock | ||
Common Stock Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Issued | 5,000,000 | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 | 5,000,000 |
Class K Common Stock | ||
Common Stock Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Issued | 5,000,000 | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 | 5,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Apr. 07, 2021USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Repayments of related party debt | $ 124,686 |