Cover Page
Cover Page | 9 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Original Bark Co |
Entity Central Index Key | 0001819574 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Current Assets | ||||
Cash | $ 306,623 | |||
Prepaid expenses | 25,816 | |||
Total Current Assets | 332,439 | |||
Marketable securities held in Trust Account | 254,382,396 | |||
TOTAL ASSETS | 254,714,835 | |||
Current liabilities | ||||
Accrued expenses | 601,749 | |||
Total Current Liabilities | 601,749 | |||
Warrant Liability | 41,472,782 | |||
Deferred underwriting payable | 8,902,250 | |||
Total Liabilities | 50,976,781 | |||
Commitments | ||||
Temporary Equity | ||||
Common stock subject to possible redemption, Value | 198,738,050 | |||
Stockholders' Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | |||
Additional paid-in capital | 34,636,485 | |||
Accumulated deficit | (29,637,673) | |||
Total Stockholders' Equity | 5,000,004 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 254,714,835 | |||
Common Class A [Member] | ||||
Stockholders' Equity | ||||
Common stock | 556 | |||
Common Class B [Member] | ||||
Stockholders' Equity | ||||
Common stock | [1] | 636 | ||
Barkbox Inc [Member] | ||||
Current Assets | ||||
Cash | 38,278,000 | $ 9,676,000 | ||
Accounts receivable—net | 8,927,000 | 3,929,000 | ||
Prepaid expenses and other current assets | 7,409,000 | 1,500,000 | ||
Inventory | 77,454,000 | 39,696,000 | ||
Total Current Assets | 132,068,000 | 54,801,000 | ||
PROPERTY AND EQUIPMENT—NET | 13,465,000 | 7,144,000 | ||
INTANGIBLE ASSETS—NET | 2,070,000 | 1,341,000 | ||
OTHER NONCURRENT ASSETS | 3,260,000 | 1,403,000 | ||
TOTAL ASSETS | 150,863,000 | 64,689,000 | ||
Current liabilities | ||||
Accounts payable | 50,501,000 | 38,584,000 | ||
Accrued and other current liabilities | 44,605,000 | 21,416,000 | ||
Deferred revenue | 27,177,000 | 13,282,000 | ||
Short-term debt | 0 | 45,184,000 | ||
Total Current Liabilities | 122,283,000 | 118,466,000 | ||
LONG-TERM DEBT | 115,729,000 | 16,346,000 | ||
OTHER LONG-TERM LIABILITIES | 11,834,000 | 5,277,000 | ||
Total Liabilities | 249,846,000 | 140,089,000 | ||
Commitments | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 59,987,000 | 59,987,000 | ||
Stockholders' Equity | ||||
Common stock | 0 | 0 | ||
Treasury stock, at cost | (4,764,000) | (4,755,000) | ||
Additional paid-in capital | 25,748,000 | 17,931,000 | ||
Accumulated deficit | (179,954,000) | (148,563,000) | ||
Total Stockholders' Equity | (158,970,000) | (135,387,000) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 150,863,000 | 64,689,000 | ||
Barkbox Inc [Member] | Series Seed Preferred Stock [Member] | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 1,897,000 | 1,897,000 | ||
Barkbox Inc [Member] | Series A Preferred Stock [Member] | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 4,948,000 | 4,948,000 | ||
Barkbox Inc [Member] | Series B Preferred Stock [Member] | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 10,285,000 | 10,285,000 | ||
Barkbox Inc [Member] | Series C Preferred Stock [Member] | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 34,585,000 | 34,585,000 | ||
Barkbox Inc [Member] | Series C One Preferred Stock [Member] | ||||
Temporary Equity | ||||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | $ 8,272,000 | $ 8,272,000 | ||
[1] | On November 10, 2020, the Initial Stockholders’ contributed an aggregate of 1,437,500 shares of Class B common stock back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding on such date. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 6). |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) | Mar. 31, 2021 | Nov. 10, 2020 | Mar. 31, 2020 |
Preferred Stock Par Value | $ 0.0001 | ||
Preferred Stock Shares Authorized | 1,000,000 | ||
Preferred Stock Shares Issued | 0 | ||
Preferred Stock Shares Outstanding | 0 | ||
Common Class A [Member] | |||
Subject to Possible Redemption, Shares | 19,873,805 | ||
Common Stock, Par Value | $ 0.0001 | ||
Common Stock, Shares Authorized | 125,000,000 | ||
Common Stock, Shares Issued | 5,561,195 | ||
Common Stock, Shares Outstanding | 5,561,195 | ||
Common Class B [Member] | |||
Stock Surrendered During The Period, Shares | 1,437,500 | ||
Stock Surrendered During The Period, Value | $ 0 | ||
Common Stock, Par Value | $ 0.0001 | ||
Common Stock, Shares Authorized | 25,000,000 | ||
Common Stock, Shares Issued | 6,358,750 | 7,187,500 | |
Common Stock, Shares Outstanding | 6,358,750 | 7,187,500 | |
Barkbox Inc [Member] | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 18,600,000 | 17,000,000 | |
Common Stock, Shares Issued | 5,498,588 | 5,196,711 | |
Common Stock, Shares Outstanding | 5,498,588 | 5,196,711 | |
Barkbox Inc [Member] | Series Seed Preferred Stock [Member] | |||
Subject to Possible Redemption, Shares | 2,057,188 | 2,057,188 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 2,057,188 | 2,057,188 | |
Temporary Equity, Shares Issued | 2,057,188 | 2,057,188 | |
Barkbox Inc [Member] | Series A Preferred Stock [Member] | |||
Subject to Possible Redemption, Shares | 2,110,400 | 2,110,400 | |
Stock Surrendered During The Period, Shares | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 2,110,400 | 2,110,400 | |
Temporary Equity, Shares Issued | 2,110,400 | 2,110,400 | |
Barkbox Inc [Member] | Series B Preferred Stock [Member] | |||
Subject to Possible Redemption, Shares | 990,068 | 990,068 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 990,068 | 990,068 | |
Temporary Equity, Shares Issued | 990,068 | 990,068 | |
Barkbox Inc [Member] | Series C Preferred Stock [Member] | |||
Subject to Possible Redemption, Shares | 2,142,188 | 2,142,188 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 2,142,188 | 2,142,188 | |
Temporary Equity, Shares Issued | 2,142,188 | 2,142,188 | |
Barkbox Inc [Member] | Series C One Preferred Stock [Member] | |||
Subject to Possible Redemption, Shares | 452,671 | 452,671 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 710,716 | 710,716 | |
Temporary Equity, Shares Issued | 452,671 | 452,671 |
Consolidated Statement Of Opera
Consolidated Statement Of Operations And Comprehensive Loss - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING EXPENSES: | ||||
Formation and operating costs | $ 1,595,783 | |||
Loss from operations | (1,595,783) | |||
Other income (expense): | ||||
Loss on warrant liabilities | (27,563,109) | |||
Transaction costs incurred in connection with warrant liabilities | (511,177) | |||
Interest earned on marketable securities held in Trust Account | 32,396 | |||
Other expense, net | (28,041,890) | |||
Net loss | $ (29,637,673) | |||
Basic and diluted weighted average shares outstanding | 2,317,710 | |||
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||
Other income (expense): | ||||
Net loss | $ 0 | |||
Basic and diluted weighted average shares outstanding | 2,317,710 | |||
Basic and diluted net loss per share | $ 0 | |||
Basic and diluted net loss per share , Non-redeemable ordinary shares | $ 0 | |||
Common Stock Subject to Non Redeemable [Member] | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding | 6,498,571 | |||
Basic and diluted net loss per share | $ (4.56) | |||
Basic and diluted net loss per share , Non-redeemable ordinary shares | $ (4.56) | |||
Barkbox Inc [Member] | ||||
REVENUE | $ 378,604,000 | $ 224,335,000 | $ 191,441,000 | |
COST OF REVENUE | 152,664,000 | 88,921,000 | 84,326,000 | |
Gross profit | 225,940,000 | 135,414,000 | 107,115,000 | |
OPERATING EXPENSES: | ||||
General and administrative | 179,510,000 | 115,893,000 | 104,146,000 | |
Advertising and marketing | 67,029,000 | 46,147,000 | 37,664,000 | |
Total operating expenses | 246,539,000 | 162,040,000 | 141,810,000 | |
Loss from operations | (20,599,000) | (26,626,000) | (34,695,000) | |
INTEREST EXPENSE | (10,923,000) | (5,421,000) | (2,595,000) | |
OTHER INCOME—NET | 131,000 | 679,000 | 208,000 | |
Other income (expense): | ||||
NET LOSS BEFORE INCOME TAXES | (31,391,000) | (31,368,000) | (37,082,000) | |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | |
Net loss | $ (31,391,000) | $ (31,368,000) | $ (37,082,000) | |
Basic and diluted weighted average shares outstanding | 5,295,722 | 5,159,893 | 4,905,972 | |
Basic and diluted net loss per share | $ (5.93) | $ (6.08) | $ (7.56) | |
Basic and diluted net loss per share , Non-redeemable ordinary shares | $ (5.93) | $ (6.08) | $ (7.56) |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity - USD ($) | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid in Capital | Accumulated Deficit | Barkbox Inc [Member] | Barkbox Inc [Member]Preferred Stock [Member]Convertible Preferred Stock [Member] | Barkbox Inc [Member]Common Stock | Barkbox Inc [Member]Treasury Stock [Member] | Barkbox Inc [Member]Additional Paid in Capital | Barkbox Inc [Member]Accumulated Deficit | ||
Beginning Balance at Mar. 31, 2018 | $ (76,321,000) | $ 59,987,000 | $ (4,755,000) | $ 8,426,000 | $ (79,992,000) | ||||||||
Beginning Balance (In Shares) at Mar. 31, 2018 | 7,752,515 | 4,641,293 | 259,953 | ||||||||||
Issuance of common stock | 1,326,000 | 1,326,000 | |||||||||||
Net loss | (37,082,000) | (37,082,000) | |||||||||||
Issuance for stock options exercised (In Shares) | 311,937 | ||||||||||||
Issuance for stock options exercised | 989,000 | 989,000 | |||||||||||
Issuance of common stock warrants (In shares) | 171,666 | ||||||||||||
Issuance of common stock warrants | 1,519,000 | 1,519,000 | |||||||||||
Founders and employee sale of common stock | 2,173,000 | 2,173,000 | |||||||||||
Stock-based compensation | 1,404,000 | 1,404,000 | |||||||||||
Ending Balance at Mar. 31, 2019 | (105,992,000) | $ 59,987,000 | $ (4,755,000) | 15,837,000 | (117,074,000) | ||||||||
Ending Balance (In Shares) at Mar. 31, 2019 | 7,752,515 | 5,124,896 | 259,953 | ||||||||||
Net loss | (31,368,000) | (31,368,000) | |||||||||||
Issuance for stock options exercised (In Shares) | 49,199 | ||||||||||||
Issuance for stock options exercised | 277,000 | 277,000 | |||||||||||
Issuance of common stock warrants (In shares) | 22,616 | ||||||||||||
Issuance of common stock warrants | 271,000 | 271,000 | |||||||||||
Stock-based compensation | 1,546,000 | 1,546,000 | |||||||||||
Cumulative impact from the adoption of ASU No. 2014-09 (Note 3) | (121,000) | (121,000) | |||||||||||
Ending Balance at Mar. 31, 2020 | (135,387,000) | $ 59,987,000 | $ (4,755,000) | 17,931,000 | (148,563,000) | ||||||||
Ending Balance (In Shares) at Mar. 31, 2020 | 7,752,515 | 5,196,711 | 259,953 | ||||||||||
Cash received in excess of fair value of private warrants | 80,000 | 80,000 | |||||||||||
Net loss | (31,391,000) | (31,391,000) | |||||||||||
Issuance for stock options exercised (In Shares) | 267,292 | ||||||||||||
Issuance for stock options exercised | 1,215,000 | 1,215,000 | |||||||||||
Issuance of common stock warrants (In shares) | 35,000 | ||||||||||||
Issuance of common stock warrants | 1,098,000 | 1,098,000 | |||||||||||
Stock-based compensation | 5,424,000 | 5,424,000 | |||||||||||
Modification of warrant | 80,000 | 80,000 | |||||||||||
Repurchase of common stock (In Shares) | (415) | ||||||||||||
Repurchase of common stock | (9,000) | $ (9,000) | |||||||||||
Ending Balance at Mar. 31, 2021 | $ 5,000,004 | $ 556 | $ 636 | [1] | $ 34,636,485 | $ (29,637,673) | (158,970,000) | $ 59,987,000 | $ (4,764,000) | 25,748,000 | (179,954,000) | ||
Ending Balance (In Shares) at Mar. 31, 2021 | 5,561,195 | 6,358,750 | [1] | 7,752,515 | 5,498,588 | 259,953 | |||||||
Beginning Balance at Jul. 07, 2020 | 0 | $ 0 | $ 0 | [1] | 0 | 0 | |||||||
Beginning Balance (In Shares) at Jul. 07, 2020 | 0 | 0 | [1] | ||||||||||
Issuance of common stock | 25,000 | $ 719 | [1] | 24,281 | |||||||||
Issuance of common stock (In Shares) | [1] | 7,187,500 | |||||||||||
Sale of 25,435,000 Units, net of underwriting discounts | 231,436,367 | $ 2,544 | 231,433,823 | ||||||||||
Sale of 25,435,000 Units, net of underwriting discounts (In Shares) | 25,435,000 | ||||||||||||
Cash received in excess of fair value of private warrants | 1,914,360 | 1,914,360 | |||||||||||
Forfeiture of Founder Shares | $ (83) | [1] | 83 | ||||||||||
Forfeiture of Founder Shares (In Shares) | [1] | (828,750) | |||||||||||
Class A common stock subject to possible redemption | (198,738,050) | $ (1,988) | (198,736,062) | ||||||||||
Class A common stock subject to possible redemption (In Shares) | (19,873,805) | ||||||||||||
Net loss | (29,637,673) | (29,637,673) | |||||||||||
Modification of warrant | 1,914,360 | 1,914,360 | |||||||||||
Ending Balance at Mar. 31, 2021 | $ 5,000,004 | $ 556 | $ 636 | [1] | $ 34,636,485 | $ (29,637,673) | $ (158,970,000) | $ 59,987,000 | $ (4,764,000) | $ 25,748,000 | $ (179,954,000) | ||
Ending Balance (In Shares) at Mar. 31, 2021 | 5,561,195 | 6,358,750 | [1] | 7,752,515 | 5,498,588 | 259,953 | |||||||
[1] | On November 10, 2020, the Initial Stockholders’ contributed an aggregate of 1,437,500 shares of Class B common stock back to the Company for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding on such date. All share and per-share amounts have been retroactively restated to reflect the stock cancellation (see Note 6). |
Consolidated Statement Of Cha_2
Consolidated Statement Of Changes In Stockholders' Equity (Parenthetical) - Common Class B [Member] - USD ($) | Mar. 31, 2021 | Nov. 10, 2020 |
Stock Surrendered During The Period, Shares | 1,437,500 | |
Stock Surrendered During The Period Value | $ 0 | |
Common Stock, Shares, Issued | 6,358,750 | 7,187,500 |
Common Stock, Shares, Outstanding | 6,358,750 | 7,187,500 |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (29,637,673) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in value of warrant liabilities | 27,563,109 | |||
Transaction costs incurred in connection with warrant liabilities | 511,177 | |||
Interest earned on marketable securities held in Trust Account | (32,396) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (25,816) | |||
Accrued expenses | 601,749 | |||
Net cash used in operating activities | (1,019,850) | |||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (254,350,000) | |||
Net cash used in investing activities | (254,350,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 249,263,000 | |||
Proceeds from sale of Private Placement Warrants | 6,837,000 | |||
Proceeds from promissory note – related party | 150,000 | |||
Repayment of promissory note – related party | (150,000) | |||
Payment of offering and transaction costs | (423,527) | |||
Net cash provided by financing activities | 255,676,473 | |||
Net Change in Cash | 306,623 | |||
Cash – Beginning of period | 0 | |||
Cash – End of period | 306,623 | $ 306,623 | ||
Non-Cash investing and financing activities: | ||||
Initial classification of Class A common stock subject to possible redemption | 227,864,037 | |||
Change in value of Class A common stock subject to possible redemption | (27,563,109) | |||
Deferred underwriting fee payable | 8,902,250 | |||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 | |||
Barkbox Inc [Member] | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (31,391,000) | $ (31,368,000) | $ (37,082,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2,405,000 | 1,397,000 | 505,000 | |
Amortization of deferred financing fees and debt discount | 3,508,000 | 1,324,000 | 512,000 | |
Bad debt expense | 52,000 | 56,000 | 225,000 | |
Stock-based compensation expense | 6,522,000 | 1,817,000 | 5,096,000 | |
Change in value of warrant liabilities | 931,000 | 96,000 | (26,000) | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (5,049,000) | (2,433,000) | (399,000) | |
Inventory | (37,758,000) | (12,979,000) | (2,659,000) | |
Prepaid expenses and other current assets | (2,173,000) | (969,000) | (243,000) | |
Other assets | (402,000) | |||
Accounts payable and accrued expenses | 16,543,000 | 11,937,000 | 18,117,000 | |
Deferred revenue | 13,894,000 | 1,072,000 | 1,118,000 | |
Other liabilities | 13,300,000 | 10,384,000 | 3,117,000 | |
Net cash used in operating activities | (19,618,000) | (19,666,000) | (11,719,000) | |
Cash Flows from Investing Activities: | ||||
Payments For Capitalized expenditures | (4,825,000) | (4,677,000) | (1,936,000) | |
Purchases of investments | (100,000) | |||
Net cash used in investing activities | (4,825,000) | (4,677,000) | (2,036,000) | |
Cash Flows from Financing Activities: | ||||
Payment of offering and transaction costs | (1,297,000) | |||
Payments of finance fees | (734,000) | (30,000) | (509,000) | |
Payments of capital lease obligations | (334,000) | |||
Proceeds from the exercise of stock options | 1,215,000 | 277,000 | 989,000 | |
Proceeds from convertible notes | 75,750,000 | 5,367,000 | ||
Proceeds from debt | 5,157,000 | 17,564,000 | 19,625,000 | |
Payments to repurchase common stock | (9,000) | |||
Payments of debt | (25,250,000) | (500,000) | (3,710,000) | |
Net cash provided by financing activities | 54,498,000 | 22,678,000 | 16,395,000 | |
Net Change in Cash | 30,055,000 | (1,665,000) | 2,640,000 | |
Cash – Beginning of period | 9,676,000 | 11,341,000 | 8,701,000 | |
Cash – End of period | 38,278,000 | 38,278,000 | 9,676,000 | 11,341,000 |
Cash and cash equivalents | 38,278,000 | 38,278,000 | 9,676,000 | 11,341,000 |
Restricted cash—included in prepaid expenses and other current assets | 1,453,000 | 1,453,000 | ||
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $ 39,731,000 | 39,731,000 | 9,676,000 | 11,341,000 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,764,000 | 204,000 | 1,228,000 | |
Cash paid for interest | 5,170,000 | 3,026,000 | 1,156,000 | |
Non-Cash investing and financing activities: | ||||
Non-cash deferred issuance costs | 3,000,000 | |||
Non-cash capital lease obligations | 2,867,000 | |||
Non-cash deferred transaction costs | 2,439,000 | |||
Issuance of derivatives with debt | 1,153,000 | $ 2,692,000 | 238,000 | |
Issuance of convertible promissory note | 800,000 | |||
Issuance of warrants with debt | $ 1,326,000 | |||
Modification of warrant | $ 80,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. 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 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. These securities are treated as trading and fair valued on a recurring basis with gains and losses included in Other Income (Expense). Warrant Liabilities The Company accounts for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,036,333 shares of common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. Examples 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. See Note 10 Fair Value Measurements for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Barkbox Inc [Member] | ||
Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Use of Estimates— Principles of Consolidation Impact of the COVID-19 —COVID-19 COVID-19 COVID-19 COVID-19, We have implemented a number of measures to protect the health and safety of our workforce. These measures include substantial modifications to employee travel, employee work locations, and virtualization or cancellation of meetings, among other modifications. Currently, the vast majority of our employees are working remotely. For the employees who are in the office, we are following the guidance from public health officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelines and wearing of masks. The global outbreak of the COVID-19 COVID-19 Liquidity and Going Concern No. 2014-15 , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) Through March 31, 2021, the Company has funded its operations primarily with cash flows from proceeds from the sale of its capital stock and proceeds from its existing credit facility and borrowing arrangements. See Note 6, “Debt,” for further information on the Company’s debt arrangements. The Company recognized net loss of $31.4 million and $31.4 million for the years ended March 31, 2021 and March 31, 2020, respectively. In addition, the Company had an accumulated deficit of $180.0 million as of March 31, 2021. As of June 7, 2021, the issuance date of the consolidated financial statements, the Company expects that its cash and cash equivalents of $38.3 million as of March 31, 2021, together with cash provided by operating activities, borrowings under its Credit Facility, and the sale of convertible notes, including the convertible notes due December 1, 2025 (the “2025 Convertible Notes”) issued in November 2020, will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements. Segments Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 Level 2 Level 3 The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 133 $ 133 Derivative liabilities (2) — — 4,883 4,883 $ — $ — $ 5,016 $ 5,016 As of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 127 $ 127 Derivative liabilities (2) — — $ 2,805 $ 2,805 $ — $ — $ 2,932 $ 2,932 (1) Included in accrued and other current liabilities. (2) Included in other long-term liabilities. A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the years ended March 31, 2021 and 2020 is as follows: 2021 2020 Balance—beginning of period $ 2,932 $ 336 Fair value at issuance 1,153 2,692 Change in fair value 931 (96 ) Balance—end of period $ 5,016 $ 2,932 The Company measures the convertible preferred stock warrants using Level 3 unobservable inputs within either the Black-Scholes-Merton (“Black-Scholes”) option-pricing model or a Monte Carlo simulation model. The Company used various key assumptions, such as the fair value of common or redeemable convertible preferred stock, volatility, and expected term. The Company monitors the fair value of the redeemable convertible preferred stock warrants and embedded derivatives quarterly, with subsequent revisions reflected within other income within the consolidated statement of operations and comprehensive loss. See Note 7, “Common Stock and Common and Preferred Share Warrants,” for further discussion of the Company’s outstanding warrants and assumptions utilized. As of March 31, 2021 and 2020, the Company’s valuation of embedded derivative liabilities was measured using an income approach based on a discounted cash flow model, as well as a probability-weighted expected return method (“PWERM”). The Company used various key assumptions, such as estimation of the timing and probability of expected future events, and selection of discount rates applied to future cash flows using a yield curve equivalent to the Company’s credit risk. See Note 6, “Debt,” for further discussion of the Company’s derivative liabilities. Cash and Cash Equivalents Restricted Cash Accounts Receivable Net Concentration of Credit Risk and Major Customers and Suppliers The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. During the years ended March 31, 2021 and 2020, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had three customers that accounted for 84% and two customers that accounted for 55% of gross accounts receivable as of March 31, 2021 and 2020, respectively. Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During each of the years ended March 31, 2021 and 2020, the Company had two suppliers that accounted for 30% of total finished goods purchased. The Company had two suppliers that accounted for 44% of the accounts payable balance and three suppliers that accounted for 45% of the accounts payable balance as of March 31, 2021 and 2020, respectively. Property and Equipment Net The estimated useful lives for significant property and equipment categories are as follows: Asset Class Useful Life Computer equipment, software, and domain names 3 years Warehouse machinery and equipment 5 years Furniture and fixtures 5 years Leased equipment and leasehold improvements Shorter of remaining lease term or Long-Lived Assets and Intangible Assets Net internal-use The Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment Income Taxes Deferred tax assets and liabilities are measured using enacted income 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 of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes. Deferred Financing Costs Deferred Transaction Costs— Derivative Assets and Liabilities Revenue Recognition (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) • Identification of the contract(s) with customers; • Identification of the performance obligation(s) in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligation(s) in the contract; and • Recognition of revenue when or as the performance obligation(s) are satisfied. The Company recorded an adjustment to accumulated deficit on April 1, 2019 due to the cumulative impact of adopting Topic 606. See Note 3, “Revenue from Contracts with Customers” for the required disclosures related to the impact of adopting this standard and a discussion of the Company’s updated policies related to revenue recognition discussed below. The Company generates revenue through Direct to Consumer channels, which includes the sale of subscription products, sale of BARK Bright products, sale of BARK Eats products, and sale of BarkShop products. See below for additional information on each offering. Toys and Treats Subscriptions On a monthly basis, subscription customers have the option to purchase additional toys, treats, or other products to add to their respective subscription boxes. Each add on product represents a single performance obligation and therefore revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring products. BARK Bright BARK Eats BarkShop The Company also generates revenue from product sales through retail commerce channels. See below for additional information on each offering. Retail Retail sales are generally recognized upon delivery with adjustments to net sales for customer payment discounts, sales returns, and estimated chargebacks reserves. Similar to Toys and Treats subscriptions, the customer payment discounts, sales returns and chargebacks are considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. The Company has determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale. As of March 31, 2021 and 2020 the refund liability related to retail revenue was $0.1 million and less than $0.1 million, respectively, recorded within accrued and other current liabilities on the consolidated balance sheet. While customers have the right to return products subsequent to delivery, products are generally not physically returned to the Company, as the Company is generally not able to resell opened products. Online Marketplaces The Company evaluated principal versus agent considerations to determine whether it is appropriate to record seller fees paid to the marketplaces as an expense or as a reduction of revenue. Seller fees charged by third-party marketplaces are recorded as general and administrative expense and are not recorded as a reduction of revenue as the Company owns and controls all the goods before they are transferred to the end customer. The Company can, at any time, direct the marketplaces and similarly with other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. Any returns made by customers directly to Logistics Providers are the responsibility of the Company to make customers whole and the Company retains the inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes the prices of its products, can determine who fulfills the goods to the customer (third-party online marketplaces or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in these arrangements. Prior to the adoption of Topic 606, revenue was recognized when there was persuasive evidence of an agreement or arrangement, products were delivered, the Company’s price to the buyer was fixed or determinable, and collectability was reasonably assured. The Company earned revenue from the sale of Toys and Treats subscriptions, and the sale of goods through the Company’s BarkShop website. Deferred revenue represented payment for subscription boxes that the Company was contractually obligated to deliver in future periods. Subscription revenue was recognized as each monthly box was delivered to the customer. Revenue was recognized net of cash discounts given to the customer and net of estimated sales returns and chargebacks. Revenue relating to the sale of goods was recognized upon delivery of goods to the customer, as the risk of loss on these sales transfers to the customer upon delivery. Shipping and Handling Sales Tax On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, the Company recorded a liability in those periods in which it created economic nexus based on each state’s requirements. Total sales tax expense recorded related to economic nexus was $1.2 million and $5.0 million for the years ended March 31, 2021 and 2020, respectively. Inventories first-in, first-out Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of revenues and historical losses have not been material. Cost of Revenues General and Administrativ Fulfillment Cost Advertising Costs Stock-Based Compensation The Company estimates expected forfeitures of stock-based awards at the grant date and recognizes compensation cost only for those awards expected to vest. The Company estimates future forfeitures at the date of grant based on historical experience and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For stock-based awards issued to nonemployees, including consultants, the Company records expense related to stock options based on the fair value of the options calculated using the Black-Scholes option-pricing model over the service performance period. The fair value of options granted to nonemployees is remeasured over the vesting period and recognized as an expense over the period the services are rendered. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term 10-year Risk-Free Interest Rate zero-coupon Dividend Yield Common Stock Valuations • relevant precedent transactions involving the Company’s capital stock; • the liquidation preferences, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to the common stock; • the Company’s actual operating and financial performance; • current business conditions and projections; • the Company’s stage of development; • the likelihood and timing of achieving a liquidity event for the shares of common stock underlying the stock options, such as an initial public offering, given prevailing market conditions; • any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options; • recent secondary stock sales and tender offers; • the market performance of comparable publicly traded companies; and • U.S. and global capital market conditions. In addition, the Board considered the independent valuations completed by a third-party valuation consultant. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Net Loss Per Share if-converted Related Party Transactions Emerging Growth Company Status Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, right-of-use In June 2016, the FASB issued ASU No. 2016-13, In December 2019, the FASB issued ASU 2019-12, 2019-12 In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40 2020-06 2020-06 2020-06 |
Organization And Description Of
Organization And Description Of Business | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Organization And Description Of Business | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Acquisition Corp. (now known as The Original BARK Company) (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in North America that provide technology-enabled solutions in industrial and industrial distribution markets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On December 28, 2020, the Company changed its fiscal year end from December 31 of each year to March 31 of each year. The Company has one subsidiary, NSAC Merger Sub Corp., a wholly-owned subsidiary of the Company incorporated in Delaware on December 14, 2020 (“Merger Sub”). As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on November 10, 2020. On November 13, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant, in a private placement to Northern Star Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. On November 24, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 435,000 Units, at $10.00 per Unit for additional gross proceeds of $4,350,000, and the sale of an additional per Private Warrant for additional gross proceeds of Transaction costs amounted to $14,437,777, consisting of $5,087,000 of underwriting fees, $8,902,250 of deferred underwriting fees and $448,527 of other offering costs. Of the total transaction costs, $13,926,600 were charged to additional paid in capital and $511,177 were charged to other income (expense) transaction costs incurred in connection with warrant liabilities. Following the closing of the Initial Public Offering on November 13, 2020 and the underwriter’s election to partially exercise their over-allotment on November 24, 2020, an amount of $254,350,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (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 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated 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 other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction or otherwise elects not to vote on the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides 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% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business The Company will have until November 13, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account 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 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such 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 the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company Liquidity As of March 31, 2021, the Company had $306,623 in its operating bank accounts, $254,382,396 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $230,621, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of March 31, 2021, approximately $32,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Business Combination The Company consummated the Business Combination (reverse recapitalization) on June 1, 2021. As such, cash of approximately $396 million, representing the proceeds from the Trust Account and the PIPE financing, net of transaction expenses, became available to the post-merged company. As a result, the post-merged company has sufficient liquidity to meet its obligations for twelve months from the date that these financial statements are issued. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | |
Barkbox Inc [Member] | ||
Organization And Description Of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Barkbox, Inc. (“BARK” or the “Company”) was incorporated in the state of Delaware in November 2011. BARK is an omnichannel brand serving dogs across the four key categories of Play, Food, Health and Home. BARK serves dogs nationwide with monthly subscription offerings, BarkBox and Super Chewer; a personalized meal delivery service for dogs, BARK Eats; custom collections through online marketplaces and via brick and mortar retail partners; wellness products that meet dogs’ needs with BARK Bright through monthly subscriptions; BARK’S add to box platform; and individually on its website BarkShop.com. The Company is located and headquartered in New York, New York. On December 16, 2020, the Company entered into a merger agreement (the “Merger Agreement”) with Northern Star Acquisition Corp. (“Northern Star”), a Special Purpose Acquisition Company (“SPAC”). The deal with Northern Star provides all holders of common and preferred stock to receive common stock of the continuing public company, which will be a wholly owned subsidiary of Northern Star. The transaction will be accounted for as a reverse recapitalization and the Company has been determined to be the accounting acquirer. On December 16, 2020, in connection with the execution of the Merger Agreement, Northern Star entered into subscription agreements with the PIPE Investors, pursuant to which such PIPE Investors have agreed to purchase an aggregate of 20,000,000 shares of Northern Star common stock in a private placement at a price of $10.00 per share for an aggregate commitment of $200.0 million. On June 1, 2021 (the “Closing Date”), pursuant to the Merger Agreement, the Company consummated (the “Closing”) the merger with Northern Star, with BARK surviving the merger as a wholly-owned subsidiary of Northern Star (the “Merger”), and the other transactions contemplated by the Merger Agreement (the “Transactions”). In connection with the Closing, Northern Star changed its name to The Original BARK Company. Pursuant to the terms of the Merger Agreement, each stockholder of BARK’s common and preferred stock (including stockholders issued common stock as a result of the conversion of BARK’s outstanding convertible promissory notes issued in 2019 and 2020 (other than the 2025 Convertible Notes (as defined below) received 8.7425 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), per share of BARK’s common stock and preferred stock, respectively, owned by such BARK stockholder that was outstanding immediately prior to the Closing. In addition, pursuant to the terms of the Merger Agreement, at the effective time of the Merger, (1) options to purchase shares of BARK’s common stock were converted into options to purchase an aggregate of 29,257,576 shares of Common Stock and (2) warrants to purchase shares of BARK’s equity were converted into warrants to purchase an aggregate of 1,897,212 shares of Common Stock. References to “BARK” and the “Company” in the financial results of the years ended March 31, 2021, 2020 and 2019 refer to BARK prior to the closing of the transactions contemplated by the Merger Agreement. These financial results for the years ended March 31, 2021, 2020 and 2019 reflect only the financial results of the Company prior to the closing of the transactions contemplated by the Merger Agreement. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue From Contracts With Customers | 3. REVENUE FROM CONTRACTS WITH CUSTOMERS On April 1, 2019, the Company adopted Topic 606 , Under the modified retrospective transition method, the Company recorded a net decrease to beginning accumulated deficit as of April 1, 2019 of $0.1 million due to the cumulative impact of adopting Topic 606. The impact on revenue recognition due to the adoption of Topic 606 is primarily due to a refinement of the Company’s methodology for estimating sales returns and chargebacks and application of the variable consideration constraint. The impact of adoption to the Company’s consolidated statement of operations and consolidated balance sheet for the year ended March 31, 2020 was a reduction to revenue of less than $0.1 million, and an increase in the refund liability of $0.1 million, which is recorded within other current liabilities. The adoption of Topic 606 had no net impact on the Company’s cash flows from operations. The Company’s standard payment terms vary but do not result in a significant delay between the timing of invoice and payment. The Company occasionally negotiates other payment terms during the contracting process for its retail business. The Company has elected the practical expedient to not adjust the total consideration within a contract to reflect a financing component when the duration of the financing is one year or less. Disaggregated Revenue March 31, 2021 2020 2019 Revenue Direct to Consumer: Toys and treats subscription $ 325,992 $ 199,744 $ 168,217 Other 7,978 4,407 9,533 Total Direct to Consumer 333,970 204,151 177,750 Commerce 44,634 20,184 13,691 Revenue $ 378,604 $ 224,335 $ 191,441 Contract Liability The Company’s contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product. Contractual liabilities included in deferred revenue were $27.2 million and $13.3 million as of March 31, 2021 and 2020, respectively. During the year ended March 31, 2021, the Company recognized $13.3 million of revenue included in deferred revenue as of March 31, 2020. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. Performance obligations are satisfied as of a point in time and are supported by contracts with customers. The Company has elected to not disclose information related to remaining performance obligations due to their original expected terms being one year or less. |
Property And Equipment And Inta
Property And Equipment And Intangible Assets | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Property and Equipment and Intangible Assets | 4. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS Property and equipment consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Computer equipment, software, and domain names $ 3,423 $ 2,372 Warehouse machinery and equipment 3,292 — Furniture and fixtures 992 976 Leasehold improvements 6,338 5,604 Construction in process 3,392 508 Total property and equipment 17,437 9,460 Less: accumulated depreciation (3,972 ) (2,316 ) Property and equipment—net $ 13,465 $ 7,144 Intangible assets consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Internally developed software $ 3,038 $ 1,560 Less: accumulated amortization (968 ) (219 ) Intangible assets—net $ 2,070 $ 1,341 Total depreciation expense for property and equipment during the years ended March 31, 2021 and 2020 was $1.7 million and $1.2 million , respectively. Total amortization expense for internally developed software during the years ended March 31, 2021 and 2020 was $0.7 million and $0.2 million, respectively. Depreciation and amortization expense are included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. As of March 31, 2021 and 2020, equipment that was leased under capital leases and included in property, plant and equipment, net in the consolidated balance sheets was $3.0 million and $0.1 million, respectively. |
Accrued And Other Current Liabi
Accrued And Other Current Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Accrued And Other Current Liabilities | 5. ACCRUED AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Sales tax payable $ 24,164 $ 14,027 Accrued marketing costs 4,199 2,544 Accrued deferred financing fees 3,000 — Accrued compensation costs 3,287 1,199 Refund liability 1,292 604 Accrued licensing fees 209 — Accrued professional and legal fees 2,484 367 Other accrued expenses 5,970 2,675 Accrued and other current liabilities $ 44,605 $ 21,416 The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Subject to certain Internal Revenue Service (“IRS”) limits, eligible employees may elect to contribute from 1% to 100% of their compensation. Company contributions to the plan are at the sole discretion of the Company’s Board. Currently, the Company does not provide a 401(k) match. |
Public Offering
Public Offering | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,435,000 Units, inclusive of 435,000 Units sold to the underwriters on November 24, 2020 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 9 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $6,750,000. On November 24, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 58,000 Private Warrants to the Sponsor, at a price of $1.50 per Private Warrant, generating gross proceeds of $87,000. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. The proceeds from the sale of the Private Warrants were added to |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 8, 2020, the Company’s executive officers paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). On November 10, 2020, the Initial Stockholders contributed an aggregate of 1,437,500 Founder Shares to the Company for no consideration, resulting in an aggregate of 7,187,500 Founder Shares issued and outstanding. All share and per-share The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On July 17, 2020, the Company issued an unsecured promissory note to its President and Chief Operating Officer (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
Debt
Debt | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Debt | 6. DEBT At March 31, 2021 and 2020, long-term debt consisted of the following: Weighted-Average As of 2021 2021 2020 2025 Convertible Notes 5.50 % $ 75,000 $ — Western Alliance revolving line of credit & term loan 5.75 % 34,300 44,300 Pinnacle term loan — % — 15,250 Convertible promissory notes 8.17 % 7,167 5,366 PPP loan 1.00 % 5,157 — 121,624 64,916 Less: short-term debt — % — (45,184 ) Less: deferred financing fees and debt discount (5,895 ) (3,386 ) Total long-term debt $ 115,729 $ 16,346 Western Alliance Bank—Line of Credit and Term Loan In October 2017, the Company entered into a new loan and security agreement (the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provides for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020. On December 7, 2018, the Company amended the Western Alliance Agreement, which included the issuance of a warrant to purchase common stock (“Subsequent Western Alliance Warrant”) to Western Alliance. The modification to the Western Alliance Agreement provided for an additional term loan of $10.0 million at issuance and an incremental seasonal loan of $5.0 million. The seasonal loan matured and was repaid on March 31, 2020. The term loan matures December 31, 2021. On July 31, 2020, the Company amended the Western Alliance Agreement and extended the expiration of the warrants to July 31, 2030. The modification to the Western Alliance Agreement amended the maturity date of the Credit Facility to August 12, 2021. On November 27, 2020, the Company repaid the outstanding $10.0 million principal of the term loan with Western Alliance Bank, as well as $0.2 million of early repayment fees, using proceeds from the issuance of the 2025 Convertible Notes (the “2025 Convertible Notes”). See further discussion of the 2025 Convertible Notes issuance below. On January 22, 2021, the Company amended the Western Alliance Agreement to extend the Credit Facility maturity date to May 31, 2022. In conjunction with the 2025 Convertible Notes issuance, the Company amended the Western Alliance Agreement to extend the Credit Facility repayment date from August 12, 2021 to December 31, 2021. The interest rate for borrowings under the Credit Facility, as amended, is equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and 5.25%, plus (ii) half of one percent (0.50%), per annum. The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property. As of March 31, 2021 and 2020, the Company had $34.3 million and $44.3 million, respectively, of outstanding borrowings under the Credit Facility, recorded as debt on the accompanying consolidated balance sheets, with $39.3 million representing short-term debt as of March 31, 2020. The Company had no outstanding short-term borrowings under this agreement as of March 31, 2021. Under the terms of this Credit Facility, the Company is required to comply with certain financial and nonfinancial covenants, including covenants to maintain certain liquidity amounts, as defined in the amended Western Alliance Agreement. As of March 31, 2021 and 2020, the Company was compliant with its financial covenants. See discussion of the Initial and Subsequent Western Alliance Warrant in Note 7, “Common Stock and Common and Preferred Share Warrants.” Pinnacle—Term Loan On December 3, 2018, the Company entered into a term loan agreement (the “Pinnacle Agreement”), which included warrants to purchase common stock (“Pinnacle Warrant”). See discussion of the Pinnacle Warrant in Note 7, “Common Stock and Common and Preferred Share Warrants.” Upon execution of the Pinnacle Agreement, the Company received the first tranche of the term loan, in the aggregate amount of $7.6 million (the “Pinnacle Term Loan”). Additionally, the Pinnacle Agreement provided for two subsequent term loan tranches of $3.8 million each. On May 22, 2019 and June 22, 2019, the Company requested the subsequent term loan tranches of $3.8 million each. On November 27, 2020, the Company repaid the outstanding $15.3 million principal of the term loan with Pinnacle, as well as $2.0 million of early repayment fees, and $0.1 million of accrued interest, using proceeds from the issuance of the 2025 Convertible Notes. See further discussion of the 2025 Convertible Notes issuance below. As of March 31, 2021, the Company had no outstanding borrowings under this agreement. As of March 31, 2020, the Company had $15.3 million of outstanding borrowings under this agreement, recorded as debt on the accompanying consolidated balance sheets, with $5.9 million representing short-term debt. Borrowings under the Pinnacle Term Loan bear interest at the greater of: 1. the Prime Rate determined on each date 15 days before the applicable payment date plus 525 2. 10.5% per annum, based upon a year of 360 days and actual days elapsed, such rate to change each time the Prime Rate changes. The Pinnacle Agreement includes a mandatory prepayment feature (the “Call Option”), which would occur upon a change of control, initial public offering, or the redemption or repurchase of any equity securities of the Company (other than as permitted under the Pinnacle Agreement). The Company assessed the terms of the Call Option, and determined it meets all of the criteria required to be separated as an embedded derivative from its host. The Company utilized the Monte Carlo simulation model to determine the fair value of the Call Option which is recorded as a derivative liability. The Company revalues the Call Option at each reporting period and recognizes changes in fair value through other expense included in other income, net on the consolidated statements of operations and comprehensive loss. The Pinnacle Agreement includes an event of default feature (the “Contingent Put Option”), which includes, among other events, the non-payment There was no derivative liability as of March 31, 2021. The total derivative liability was less than $0.1 million as of March 31, 2020. Under the terms of the Pinnacle Agreement, the Company is required to comply with certain financial and nonfinancial covenants, as defined in the agreement. The Company had no outstanding borrowings under this agreement as of March 31, 2021. As of March 31, 2020, the Company was compliant with financial covenants. Convertible Promissory Notes On December 19, 2019, the Company entered into a note purchase agreement and issued individual convertible promissory notes thereunder (the “2019 Notes”), with an option for subsequent closings through May 1, 2020 for up to $10.0 million in aggregate principal. The Company received gross proceeds of $3.9 million in two December 2019 closings. The 2019 Notes bear interest at a rate of 7% per year, capitalized quarterly, and payable in kind (“PIK Interest”). The 2019 Notes have a maturity date of December 19, 2024, unless previously converted into equity securities pursuant to the terms of the note purchase agreement. On March 31, 2020, the Company entered into a note purchase agreement and issued individual convertible promissory notes thereunder (the “2020 Notes”), with an option for subsequent closings through May 1, 2020 for up to $10.0 million in aggregate principal. The Company received gross proceeds of $1.5 million from the initial closing of the note purchase agreement on March 31, 2020 with employees, founders, and existing investors, representing a related party transaction. The agreement consisted of both Pro Rata Notes and a Super Pro Rata Note. Pro-Rata Pro-Rata quarterly On May 1, 2020, the Company received gross proceeds of $1.0 million from the second closing of the March 31, 2020 note purchase agreement with existing investors, representing a related party transaction. On June 18, 2020, the Company amended the Pinnacle Agreement, which extended the initial principal repayment period. In consideration of the modification, the Company issued to Pinnacle convertible promissory notes under the March 31, 2020 note purchase agreement of $0.8 million from the third closing of the March 31, 2020 note purchase agreement. On November 27, 2020, in connection with the 2025 Convertible Notes issuance, the Company entered into subordination agreements with the 2019 and 2020 Note holders, extending the maturity of the notes to May 30, 2026. On December 16, 2020, in connection with the execution of the Merger Agreement, the Company amended the note purchase agreements associated with the 2019 and 2020 convertible notes issued to amend the conversion terms of the notes. The 2019 and 2020 Notes are convertible into shares of common stock as follows: (A) Upon the consummation of a Qualified Equity Financing, as defined in the notes purchase agreements, in which the Company receives gross proceeds not less than $30.0 million, will automatically convert into equity securities of the same type sold in the Qualified Equity Financing equal to the outstanding principal and unpaid accrued interest divided by the applicable discounted conversion price. The discounted conversion price is 80%, 70%, and 60% for the 2019 Notes, 2020 Pro Rata Note and 2020 Super Pro Rata Notes, respectively. If the Qualified Equity Financing is not a special purpose acquisition company (“SPAC”) transaction or an initial public offering (“IPO”), the issuance of shares pursuant to the conversion of each note shall otherwise be upon and subject to the same terms and conditions applicable to the equity securities sold in the Qualified Equity Financing. If the Qualified Equity Financing is a SPAC transaction or an IPO, the issuance of shares shall be deemed to occur immediately prior to the consummation of the SPAC transaction or IPO, as applicable. (B) Upon the consummation of a Non-Qualified Non-Qualified The 2019 and 2020 Notes included the following features that were assessed and determined to meet all of the criteria required to be separated as an embedded derivative from its host: • In-substance Non-Qualified • Redemption (put option) upon deemed liquidation event The Company utilized an income approach and PWERM to determine the fair value of the features and recorded as derivative liabilities, included in other long-term liabilities on the balance sheet. The Company revalues the derivatives at each reporting period and recognizes changes in fair value through other expense included in other income, net on the consolidated statement of operations and comprehensive loss. At March 31, 2021, the total derivative liabilities were $2.2 million, $1.2 million, $0.8 million and $0.7 million for the notes issued in December 2019, March 2020, May 2020 and June 2020, respectively. As of March 31, 2021 and 2020, the Company had $7.2 million and $5.4 million of outstanding borrowings under the 2019 and 2020 note purchase agreements. Paycheck Protection Program On April 24, 2020, the Company received funds of $5.2 million under the Paycheck Protection Program (“PPP”), a part of the CARES Act. The loan is serviced by Western Alliance Bank, and the application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan necessary to support ongoing operations. The Company plans to use the funds for payroll and related costs. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on Company’s ability to adhere to the forgiveness criteria. The loan bears interest at a rate of 1.00% per annum and matures on April 24, 2022. Under the terms of the PPP, certain amounts may be forgiven if they are used in accordance with the CARES Act. 2025 Convertible Notes On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Secured Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses as a discount to the note and will amortize over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased. For a period of one year from the issuance date of the 2025 Convertible Notes, Magnetar may request the Company issue additional notes up to $25.0 million aggregate principal amount. The Company used approximately $27.6 million of the net proceeds from the sale of the 2025 Convertible Notes to repay the outstanding term loans with Western Alliance Bank and Pinnacle. The 2025 Convertible Notes are governed by an indenture (the “Indenture”), dated as of November 27, 2020, between the Company and Magnetar. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind The 2025 Convertible Notes are convertible into shares of common stock as follows: (A) At any time prior to a Qualified Public Company Event, as defined in the Indenture as a SPAC Transaction, IPO or direct listing, at a rate equal to approximately $89.94 per share, (B) Upon the consummation of a Qualified Equity Financing, as defined in the Indenture, in which the Company receives gross proceeds not less than $20.0 million at a rate equal to the lesser of i) a valuation cap per share determined based on the quotient of $1.5 billion and the number of shares of common stock outstanding immediately before the transaction (“Valuation Cap Per Share”) and ii) the adjusted equity value of the Company per share as determined in the Qualified Equity Financing, (C) Upon the consummation of a change of control in which the holders of common equity of the Company own less than 50% of the voting power following the change of control at a rate equal to the lesser of i) the transaction price per share in the change of control transaction and ii) the Valuation Cap Per Share, (D) If the Qualified Public Company Event is a SPAC transaction at a rate equal to the lesser of i) $10.00 per SPAC share, ii) the lowest cash price per share of common equity at which the SPAC sells shares of common equity in the SPAC transaction and iii) a valuation cap per share determined based on the quotient of $1.5 billion and the number of SPAC equivalent company shares, (E) If the Qualified Public Company Event is a direct listing of Company capital stock on a permitted exchange at a rate equal to the lesser of i) the average daily volume weighted average price of the common stock on the five consecutive trading days after the date of settlement of the opening trade on the applicable permitted exchange following the direct listing and ii) the Valuation Cap Per Share and (F) If the Qualified Public Company Event is neither a SPAC transaction nor a direct listing at a rate equal to the lesser of i) the price per share of common stock offered to the public in the underwritten initial public offering and ii) the Valuation Cap Per Share. If Magnetar has not converted the 2025 Convertible Notes into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest. The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control, a default interest rate increase of 3.0% applicable upon the occurrence of an event of default, and a contingent interest rate increase of 2.5% applicable if certain milestones have not been met by November 27, 2021, that when evaluated under the guidance of ASC 815, Derivatives and Hedging |
Common Stock And Common And Pre
Common Stock And Common And Preferred Share Warrants | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Common Stock And Common And Preferred Share Warrant | 7. COMMON STOCK AND COMMON AND PREFERRED SHARE WARRANTS As of March 31, 2021 and 2020, the Company had 13,101,412 and 11,803,289 shares of common stock authorized and available to issue for purposes of satisfying conversion of preferred stock, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions. The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock. The holders of common stock, voting as a separate class, are entitled to elect two members of the Board, the holders of Series Seed preferred stock and Series A preferred stock, and together Series C preferred stock and Series C-1 Warrants C-1 In December 2018, the Company issued the Pinnacle Warrant to purchase 179,366 shares of common stock in the aggregate at an initial strike price of the lesser of $8.85 per share and the value of a share of the Company’s common stock as determined by the next Section 409A valuation that is prior to the exercise of any portion of the warrant. The Pinnacle Warrant may be exercised in whole or in part prior to the expiration date of December 3, 2028. The Company utilized the Black-Scholes option-pricing model to determine the fair value of the Pinnacle Warrant. These warrants were determined to be equity classified and were recorded at fair value at issuance. In December 2018, the Company issued the Subsequent Western Alliance Warrant to purchase 26,015 shares of common stock at an initial strike price of $9.61 per share. The Subsequent Western Alliance Warrant may be exercised in whole or in part prior to the expiration date of December 7, 2028. These warrants were determined to be equity classified and were recorded at fair value at issuance. The Company utilized the Black-Scholes option-pricing model to determine the fair value of the Subsequent Western Alliance Warrant. On July 31, 2020, the Company amended the Western Alliance Agreement, which extended the expiration of the Initial and Subsequent Western Alliance Warrants to July 31, 2030. The Initial and Subsequent Western Alliance Warrants were classified as liabilities and initially recorded at fair value subject to remeasurement at each reporting period, with changes in fair value reflected in earnings. As a result of the modification a new fair value was determined, which was greater than the initial fair value at inception. The incremental change in value due to the modification was de minimus and was recognized as a change in fair value through other expense included in other income, net on the consolidated statements of operations and comprehensive loss. The Subsequent Western Alliance Warrants were determined to be equity classified and were recorded at fair value at issuance. As a result of the modification a new fair value was determined, which was greater than the initial fair value at inception. The incremental change in the fair value of the warrant of $0.1 million is recognized as a modification fee capitalized to debt discount and recorded to additional paid-in-capital. At both March 31, 2021 and 2020, the total warrant liability was $0.1 million recorded within accrued and other current liabilities on the consolidated balance sheets. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Redeemable Convertible Preferred Stock | 8. REDEEMABLE CONVERTIBLE PREFERRED STOCK The following tables summarize issued and outstanding redeemable convertible preferred stock, and is recorded in mezzanine equity on the consolidated balance sheets: As of March 31, 2021 and 2020 Redeemable Convertible Preferred Stock Shares Carrying Value Series Seed 2,057,188 $ 1,897 Series A 2,110,400 4,948 Series B 990,068 10,285 Series C 2,142,188 34,585 Series C-1 452,671 8,272 The preferred stock has liquidation preferences over the common stock, is convertible to common stock, has certain dividend and voting rights, and is redeemable for cash upon resolution of certain contingent events (“Deemed Liquidation Event”). Significant terms of the Series Seed, Series A, Series B, Series C and Series C-1 Liquidation Preference C-1 C-1 C-1 Dividends C-1 C-1 Conversion C-1 C-1; series-by-series C-1 C-1 Voting Rights Redemption C-1 C-1 C-1 C-1 C-1 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Stock Based Compensation Plans | 9. STOCK-BASED COMPENSATION PLANS Stock Option Plans The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company. On August 10, 2020, the Board approved an increase in the number of shares of the Common Stock authorized for issuance under the Plan, increasing the pool by 717,000 shares from 3,560,651 shares to 4,277,651 shares. On December 16, 2020, the Board approved an increase in the number of shares of Common Stock authorized for issuance under the Plan, increasing the pool by 510,719 shares from 4,277,651 shares to 4,788,370 shares. As of March 31, 2021, there were 160,245 shares available for issuance under the Plan. The Plan is administered by the Company’s Board. The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plan typically expire 10 years after the date of the grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th unless otherwise decided by the Board. The Plan provides that the Board shall determine the vesting conditions of awards granted under the Plan, and the Board has from time to time approved vesting schedules for certain awards that deviate from the vesting conditions contained in the previous sentence. Stock Option Activity The following is a summary of stock option activity for the year ended March 31, 2021: Number Weighted- Weighted- Aggregate Outstanding as of March 31, 2020 2,422,421 $ 6.78 6.69 $ 12,902 Granted 1,260,215 37.03 Exercised (267,292 ) 4.55 Cancelled or forfeited (46,175 ) 15.95 Outstanding as of March 31, 2021 3,369,169 $ 18.15 7.17 $ 251,646 Vested and expected to vest as of March 31, 2021 2,742,769 $ 14.84 6.70 $ 213,926 Exercisable as of March 31, 2021 1,735,509 $ 6.65 5.34 $ 149,575 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for those stock options that had exercise prices lower than the fair value of the Company’s common shares. The weighted-average grant-date fair value of options granted during the years ended March 31, 2021, 2020 and 2019 was $31.90, $4.97 and $4.40 respectively. The total intrinsic value of options exercised during the year ended March 31, 2021, 2020 and 2019 was $23.6 million, $0.3 million and $2.4 million respectively. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the years ended March 31, 2021, 2020 and 2019, the assumptions used in the Black-Scholes option pricing model were as follows: Fiscal Year Ended March 31, 2021 2020 2019 Expected term (years) 5.26 5.08 5.25 Expected volatility 76.48% 45.65% 52.31% Risk-free interest rate 0.19% 1.71% 2.74% Expected dividend yield — % — % — % Restricted Stock Grants The Company granted 35,000 shares, 22,616, and 171,666 shares of restricted stock during the years ended March 31, 2021, 2020 and 2019, respectively. Of the 35,000 shares of restricted stock issued during the year ended March 31, 2021, 25,000 shares vested immediately upon grant and 10,000 shares of restricted stock vest over 12 equal monthly installments. All of the shares of restricted stock granted during the year ended March 31, 2020 had immediate vesting upon grant. Grants of restricted stock are valued at the fair value of the Company’s common stock as of the grant date. The Company’s Board utilizes independent valuations and other available information when estimating the value of the stock underlying the granted shares of restricted stock. The weighted-average estimated fair value per share of the restricted stock granted during the years ended March 31, 2021, 2020, and 2019 was $55.35, $11.93 and $8.85, respectively. The total stock-based compensation expense associated with the grants of restricted stock was $1.1 million, $0.3 million and $1.5 million for the years ended March 31, 2021, 2020 and 2019, respectively. Stock-Based Compensation The following table summarizes the total stock-based compensation expense by function for the years ended March 31, 2021, 2020 and 2019, which includes expense related to options, restricted stock units, and secondary sales: Fiscal Year Ended 2021 2020 2019 General and administrative $ 6,298 $ 1,757 $ 5,021 Advertising and marketing 224 60 75 Total stock-based compensation expense $ 6,522 $ 1,817 $ 5,096 Stock-based compensation expense for the years ended March 31, 2021, 2020, and 2019 was $6.5 million, $1.8 million and $5.1 million respectively. Stock-based compensation expense is allocated based on the department to which the option holder belongs. As of March 31, 2021, 2020 and 2019, there was $21.9 million, $2.4 million, and $1.3 million of unrecognized stock-based compensation expense related to unvested stock options, respectively. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average remaining vesting period of 3.44, 2.87 and 2.68 years at March 31, 2021, 2020 and 2019, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Commitment and Contingencies | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights and stockholder agreement entered into on November 10, 2020, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of Working Capital Loans will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,902,250 in the aggregate. 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. Consulting Agreements In November 2020, the Company entered into consulting agreements with several consultants to assist the Company with due diligence, deal structuring, investor relations services in connection with a potential merger, capital share exchange and asset acquisition or similar business combination. For the period from July 7, 2020 (inception) through March 31, 2021 , the Company incurred and paid $252,500 of consulting fees. A success fee of $10,000,000 is payable to a third party upon the successful completion of a Business Combination for sourcing, due diligence, deal structuring, documentation and other services relating to consummating a Business Combination. Merger Agreement On December 16, 2020, the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, Merger Sub, and Barkbox, Inc., a Delaware corporation (“BarkBox”). BarkBox is an omni-channel brand for dogs serving over 1 million dogs monthly through BarkBox and Super Chewer subscriptions and broad retail distribution of its comprehensive suite of best-in-class, Pursuant to the Merger Agreement, Merger Sub will merge with and into BarkBox, with BarkBox surviving the merger (the “Merger”). As a result of the Merger, BarkBox will become a wholly-owned subsidiary of the Company, with the stockholders of BarkBox becoming securityholders of the Company. Under the Merger Agreement, the stockholders and other equity derivative holders of BarkBox will receive an aggregate of 150,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, subject to adjustment as set forth in the Merger Agreement. The Merger is expected to be consummated after the required approval by our stockholders at our annual meeting of stockholders, which is scheduled for May 28, 2021, and the fulfillment of certain other conditions set forth in the Merger Agreement. | |
Barkbox Inc [Member] | ||
Commitment and Contingencies | 10. COMMITMENT AND CONTINGENCIES Operating Leases The Company has operating leases for its offices expiring on September 15, 2029. Rental expense for operating leases was $3.5 million and $2.3 million for the years ended March 31, 2021 and 2020, respectively. The following is a schedule by years of future minimum lease payments required under the operating leases that have initial or noncancelable lease terms in excess of one year as of March 31, 2021. Fiscal year ending March 31: 2022 $ 4,113 2023 4,559 2024 4,269 2025 3,798 2026 3,899 Thereafter 6,459 Total minimum lease payments $ 27,097 Litigation The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s consolidated financial condition or results of operations. In December 2019, the Company’s operations were disrupted due to an unplanned shutdown of one of its third-party warehouses. The Company filed a claim with the third-party warehouse provider to recover incremental costs incurred due to this disruption in operations. According to ASC 450, Contingencies Strategic License Partnerships The Company has entered into several strategic license partnerships to license intellectual property to produce timely and relevant toys. Certain of these strategic license partnership agreements provide that the Company make minimum guarantee payments, regardless of the sales performance of the associated toys. As of March 31, 2021 and 2020, the future minimum guarantees related to our strategic license partnerships was $0.6 million and less than $0.1 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of as-converted |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading 18.00 However, in this case, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Income Tax
Income Tax | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Income Tax | NOTE 9 — INCOME TAX The Company’s net deferred tax assets at March 31, 2021 is as follows: Deferred tax assets (liability) Net operating loss carryforward $ 23,974 Unrealized gain on marketable securities (2,582 ) Start-up 306,668 Total net deferred tax assets 328,060 Valuation Allowance (328,060 ) Net Deferred tax assets $ — The income tax provision for the period from July 7, 2020 (inception) through March 31, 2021 consists of the following: Federal Current $ — Deferred (328,060 ) State and Local Current — Deferred — Change in valuation allowance 328,060 Income tax provision $ — As of December 31, 2020, the Company had $23,974 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from July 8 A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of warrants (19.5 )% Transaction costs incurred in connection with warrant liabilities (0.4 )% Valuation allowance (1.1 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax return for the year ended December 31, 2020 remains open and subject to examination. | |
Barkbox Inc [Member] | ||
Income Tax | 11. INCOME TAXES A reconciliation of the Company’s effective tax rate to the United States federal income tax rate is as follows: March 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Permanent differences (2.29 ) (0.88 ) (1.77 ) State taxes—net of federal benefits 3.12 1.73 1.60 Change in valuation allowance (18.26 ) (22.79 ) (20.14 ) Stock Compensation (1.02 ) — — Other deferred adjustments (2.55 ) — — Other — 0.94 (0.69 ) Total — % — % — % The components of the Company’s deferred taxes are as follows (in thousands): March 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 24,960 $ 24,836 Charitable contributions 155 127 Interest expense 3,330 1,557 UNICAP 3,048 1,430 Stock compensation 1,379 475 Accruals and other $ 3,861 $ 2,403 Depreciation — 59 Total deferred tax assets 36,733 30,887 Valuation allowance (36,621 ) (30,887 ) Total deferred tax assets 112 — Depreciation (112 ) — Total deferred tax liabilities (112 ) — Net deferred tax assets $ — $ — As of March 31, 2021, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $112.3 million, of which $60.5 million begin to expire in 2031 and $51.9 million can be carried forward indefinitely. The Company also had state NOLs of approximately $41.1 million which begin to expire in 2031. As of March 31, 2020, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $109.5 million, of which $51.6 million begin to expire in 2031 and $57.9 million can be carried forward indefinitely. The Company also had state NOLs of approximately $42.4 million which begin to expire in 2031. Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the IRS and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed a formal study through December 31, 2020 to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred. As a result of the study, it was determined the Company experienced an ownership change on July 8, 2014; however, the limitation from the ownership change will not result in any of the NOLs or tax credits expiring unutilized. The Company has recorded a valuation allowance against its deferred tax assets in each of the years ended March 31, 2021 and 2020, because the Company’s management believes that it is more likely than not that these assets will not be realized. As a result of generating additional net operating losses, the valuation allowance increased by approximately $5.7 million, from $30.9 million as of March 31, 2020 to $36.6 million as of March 31, 2021. The Company had no unrecognized tax benefits or related interest and penalties accrued for the years ended March 31, 2021, 2020 and 2019 . The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal income tax and state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for the tax years since 2016; currently, no federal or state income tax returns are under examination by the respective taxing authorities. To the extent the Company has tax attributes carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS and the state tax authorities to the extent utilized in a future period. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act to provide relief as a result of the COVID-19 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. Examples 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. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 254,382,396 Liabilities: Warrant Liability – Public Warrants 1 $ 25,519,782 Warrant Liability – Private Placement Warrants 3 $ 15,953,000 Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Consolidated Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants on November 13, 2020 and November 24, 2020, the dates of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and Black-Scholes model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-third Initial Measurement – Risk-free rate 0.6 % Remaining term in years 5.75 Expected volatility 19.0 % Exercise price $ 11.50 Fair value of common stock $ 9.65 Expected probability to consummate a business combination 88.3 % The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The remaining term was determined to be 5.75 years, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the Initial Public Offering date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of the Units, which each consist of one Class A ordinary share and one-third Upon initial measurement, the Private Placement Warrants and Public Warrants were determined to be $1.08 and $1.06, respectively, per warrant for aggregate values of $4.9 million and $9.0 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOE.WS and the Private Placement Warrants are measured using the Black-Scholes Model, which is classified as Level 3. Input March 31, Risk-free rate 0.95 % Remaining term in years 5.13 Expected volat i 40.2 % Exercise price $ 11.50 Fair value of common stock $ 11.12 Expected probability to consummate a business combination 88.3 % As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $16.0 million and $25.5 million, respectively, based on the closing price of PIC.WS on that date of $3.01 for the Public Warrants and based upon a Black-Scholes Model fair value of the Private Warrants of $3.50. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 8, 2020 (inception) $ — $ — $ — Initial fair value – November 13,2020 4,922,640 8,987,033 13,909,673 Change in fair value 1,030,360 16,532,749 27,563,109 Fair value as of March 31, 2021 $ 15,953,000 $ 25,519,782 $ 41,472,782 (2) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $9.0 million during the period from November 13, 2020 through March 31, 2021. |
Other Income-Net
Other Income-Net | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Other Income Net Disclosure [Text Block] | 12. OTHER INCOME—NET Other income—net consisted of the following: Fiscal Year Ended 2021 2020 2019 Other income — Other income $ 267 $ 583 $ 182 Change in fair value of preferred share warrants (6 ) 3 (6 ) Change in fair value of derivative liability (925 ) 93 32 Settlement claim 795 — — $ 131 $ 679 $ 208 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Net Loss Per Share | 13. NET LOSS PER SHARE Basic and diluted loss per share attributable to common stockholders were calculated as follows: Fiscal Year Ended 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (31,391 ) $ (31,368 ) $ (37,082 ) Net loss attributable to common stockholders—basic and diluted $ (31,391 ) $ (31,368 ) $ (37,082 ) Denominator: Weighted-average number of common shares outstanding—basic and diluted 5,295,722 5,159,893 4,905,972 Net loss per share attributable to common stockholders—basic and diluted $ (5.93 ) $ (6.08 ) $ (7.56 ) The Company’s potential dilutive securities, which include stock options, redeemable convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at March 31, 2021, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. As of March 31, 2021 2020 2019 Stock options to purchase common stock 3,369,169 2,422,421 1,865,818 Redeemable convertible preferred stock (as converted to common stock) 3,333,121 3,333,121 3,333,121 Warrants to purchase common stock 233,881 233,881 233,881 Warrants to purchase Series C-1 523 523 523 The Company also had convertible notes outstanding for the fiscal years ended March 31, 2021, 2020 and 2019 which could obligate the Company and/or its stockholders to issue shares of common stock upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the fiscal years ended March 31, 2021, 2020 and 2019, the Company has excluded these instruments from the table above and the calculation of diluted net loss per share for those periods. See Note 6, “Debt,” for additional details. |
Segments
Segments | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Segments | 14. SEGMENTS The Company applies ASC 280, Segment Reporting The CODM reviews revenue and gross profit for both of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segments. Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows: Fiscal Year Ended March 31, 2021 2020 2019 Direct to Consumer: Revenue $ 333,970 $ 204,151 $ 177,750 Cost of revenue 128,044 79,191 75,085 Gross profit $ 205,926 $ 124,960 $ 102,665 Commerce: Revenue $ 44,634 $ 20,184 $ 13,691 Cost of revenue 24,620 9,730 9,241 Gross profit $ 20,014 $ 10,454 $ 4,450 Consolidated: Revenue $ 378,604 $ 224,335 $ 191,441 Cost of revenue 152,664 88,921 84,326 Gross profit $ 225,940 $ 135,414 $ 107,115 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Subsequent Events | NOTE 11. 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 upon this review, other than the Company’s name change and consummation of business combination, disclosed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | |
Barkbox Inc [Member] | ||
Subsequent Events | 15. SUBSEQUENT EVENTS The Company has evaluated subsequent events through June 7, 2021, which is the date the financial statements were available to be issued, for events requiring recording or disclosure in the consolidated financial statements for the years ended March 31, 2021 and 2020. On April 23, 2021, the Company entered into a lease agreement for a new warehouse facility. The new lease commences on January 1, 2022 and includes escalating rent payments and an eighty-seven month term. Rent expense will be recorded on a straight-line basis over the lease term. Future minimum lease payments required under the operating lease are approximately $18.3 million. On May 21, 2021, the Company granted to its employees equity awards to purchase an aggregate of 26,750 shares of common stock with an exercise price of $79.93, vesting over a four-year period. As described in Note 1, the Company completed the merger with Northern Star, subsequently renamed the Original Bark Company, on June 1, 2021. In addition, the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective upon the Closing. The 2021 Plan will provide for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of BARK and its subsidiaries, as well as others performing consulting or advisory services for BARK, will be eligible for grants under the 2021 Plan. The purpose of the ESPP is to provide employees of the Company and its designated subsidiaries and affiliates (whether now existing or subsequently established) with the ability to acquire shares of BARK common stock at a discount to the market price and to pay for such purchases through payroll deductions or other approved contributions. BARK believes that the ESPP will be important in helping to attract and retain employees. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. | |
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 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. These securities are treated as trading and fair valued on a recurring basis with gains and losses included in Other Income (Expense). | |
Warrant Liabilities | Warrant Liabilities The Company accounts for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Loss Per Share | Net Loss per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,036,333 shares of common stock in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) | |
Concentration of Credit Risk and Major Customers and Suppliers | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. Examples 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. See Note 10 Fair Value Measurements for additional information on assets and liabilities measured at fair value. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Barkbox Inc [Member] | ||
Accounting Policies [Line Items] | ||
Basis of Presentation | Basis of Presentation | |
Principles of Consolidation | Principles of Consolidation | |
Use of Estimates | Use of Estimates— | |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 —COVID-19 COVID-19 COVID-19 COVID-19, We have implemented a number of measures to protect the health and safety of our workforce. These measures include substantial modifications to employee travel, employee work locations, and virtualization or cancellation of meetings, among other modifications. Currently, the vast majority of our employees are working remotely. For the employees who are in the office, we are following the guidance from public health officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelines and wearing of masks. The global outbreak of the COVID-19 COVID-19 | |
Liquidity and Going Concern | Liquidity and Going Concern No. 2014-15 , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) Through March 31, 2021, the Company has funded its operations primarily with cash flows from proceeds from the sale of its capital stock and proceeds from its existing credit facility and borrowing arrangements. See Note 6, “Debt,” for further information on the Company’s debt arrangements. The Company recognized net loss of $31.4 million and $31.4 million for the years ended March 31, 2021 and March 31, 2020, respectively. In addition, the Company had an accumulated deficit of $180.0 million as of March 31, 2021. As of June 7, 2021, the issuance date of the consolidated financial statements, the Company expects that its cash and cash equivalents of $38.3 million as of March 31, 2021, together with cash provided by operating activities, borrowings under its Credit Facility, and the sale of convertible notes, including the convertible notes due December 1, 2025 (the “2025 Convertible Notes”) issued in November 2020, will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements. | |
Segments | Segments | |
Restricted Cash | Restricted Cash | |
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Income Taxes | Income Taxes Deferred tax assets and liabilities are measured using enacted income 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 of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes. | |
Net Loss Per Share | Net Loss Per Share if-converted | |
Accounts Receivable—Net | Accounts Receivable Net | |
Concentration of Credit Risk and Major Customers and Suppliers | Concentration of Credit Risk and Major Customers and Suppliers The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. During the years ended March 31, 2021 and 2020, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had three customers that accounted for 84% and two customers that accounted for 55% of gross accounts receivable as of March 31, 2021 and 2020, respectively. Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During each of the years ended March 31, 2021 and 2020, the Company had two suppliers that accounted for 30% of total finished goods purchased. The Company had two suppliers that accounted for 44% of the accounts payable balance and three suppliers that accounted for 45% of the accounts payable balance as of March 31, 2021 and 2020, respectively. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 Level 2 Level 3 The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 133 $ 133 Derivative liabilities (2) — — 4,883 4,883 $ — $ — $ 5,016 $ 5,016 As of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 127 $ 127 Derivative liabilities (2) — — $ 2,805 $ 2,805 $ — $ — $ 2,932 $ 2,932 (1) Included in accrued and other current liabilities. (2) Included in other long-term liabilities. A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the years ended March 31, 2021 and 2020 is as follows: 2021 2020 Balance—beginning of period $ 2,932 $ 336 Fair value at issuance 1,153 2,692 Change in fair value 931 (96 ) Balance—end of period $ 5,016 $ 2,932 The Company measures the convertible preferred stock warrants using Level 3 unobservable inputs within either the Black-Scholes-Merton (“Black-Scholes”) option-pricing model or a Monte Carlo simulation model. The Company used various key assumptions, such as the fair value of common or redeemable convertible preferred stock, volatility, and expected term. The Company monitors the fair value of the redeemable convertible preferred stock warrants and embedded derivatives quarterly, with subsequent revisions reflected within other income within the consolidated statement of operations and comprehensive loss. See Note 7, “Common Stock and Common and Preferred Share Warrants,” for further discussion of the Company’s outstanding warrants and assumptions utilized. As of March 31, 2021 and 2020, the Company’s valuation of embedded derivative liabilities was measured using an income approach based on a discounted cash flow model, as well as a probability-weighted expected return method (“PWERM”). The Company used various key assumptions, such as estimation of the timing and probability of expected future events, and selection of discount rates applied to future cash flows using a yield curve equivalent to the Company’s credit risk. See Note 6, “Debt,” for further discussion of the Company’s derivative liabilities. | |
Property and Equipment—Net | Property and Equipment Net The estimated useful lives for significant property and equipment categories are as follows: Asset Class Useful Life Computer equipment, software, and domain names 3 years Warehouse machinery and equipment 5 years Furniture and fixtures 5 years Leased equipment and leasehold improvements Shorter of remaining lease term or | |
Long-Lived Assets and Intangible Assets—Net | Long-Lived Assets and Intangible Assets Net internal-use The Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment | |
Deferred Financing Costs | Deferred Financing Costs | |
Deferred Transaction Costs | Deferred Transaction Costs— | |
Derivative Assets and Liabilities | Derivative Assets and Liabilities | |
Revenue Recognition | Revenue Recognition (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) • Identification of the contract(s) with customers; • Identification of the performance obligation(s) in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligation(s) in the contract; and • Recognition of revenue when or as the performance obligation(s) are satisfied. The Company recorded an adjustment to accumulated deficit on April 1, 2019 due to the cumulative impact of adopting Topic 606. See Note 3, “Revenue from Contracts with Customers” for the required disclosures related to the impact of adopting this standard and a discussion of the Company’s updated policies related to revenue recognition discussed below. The Company generates revenue through Direct to Consumer channels, which includes the sale of subscription products, sale of BARK Bright products, sale of BARK Eats products, and sale of BarkShop products. See below for additional information on each offering. Toys and Treats Subscriptions On a monthly basis, subscription customers have the option to purchase additional toys, treats, or other products to add to their respective subscription boxes. Each add on product represents a single performance obligation and therefore revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring products. BARK Bright BARK Eats BarkShop The Company also generates revenue from product sales through retail commerce channels. See below for additional information on each offering. Retail Retail sales are generally recognized upon delivery with adjustments to net sales for customer payment discounts, sales returns, and estimated chargebacks reserves. Similar to Toys and Treats subscriptions, the customer payment discounts, sales returns and chargebacks are considered to be contingent and represents a component of variable consideration. The estimated consideration reflects potential sales returns and chargebacks as a reduction in the transaction price. The Company has determined that the expected value method will provide the best predictor for a refund liability associated with sales returns and chargebacks. The estimate is recorded in total for sales transactions recorded in the current period and, in effect, represents a reduction in the transaction price at the time of sale. As of March 31, 2021 and 2020 the refund liability related to retail revenue was $0.1 million and less than $0.1 million, respectively, recorded within accrued and other current liabilities on the consolidated balance sheet. While customers have the right to return products subsequent to delivery, products are generally not physically returned to the Company, as the Company is generally not able to resell opened products. Online Marketplaces The Company evaluated principal versus agent considerations to determine whether it is appropriate to record seller fees paid to the marketplaces as an expense or as a reduction of revenue. Seller fees charged by third-party marketplaces are recorded as general and administrative expense and are not recorded as a reduction of revenue as the Company owns and controls all the goods before they are transferred to the end customer. The Company can, at any time, direct the marketplaces and similarly with other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. Any returns made by customers directly to Logistics Providers are the responsibility of the Company to make customers whole and the Company retains the inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes the prices of its products, can determine who fulfills the goods to the customer (third-party online marketplaces or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in these arrangements. Prior to the adoption of Topic 606, revenue was recognized when there was persuasive evidence of an agreement or arrangement, products were delivered, the Company’s price to the buyer was fixed or determinable, and collectability was reasonably assured. The Company earned revenue from the sale of Toys and Treats subscriptions, and the sale of goods through the Company’s BarkShop website. Deferred revenue represented payment for subscription boxes that the Company was contractually obligated to deliver in future periods. Subscription revenue was recognized as each monthly box was delivered to the customer. Revenue was recognized net of cash discounts given to the customer and net of estimated sales returns and chargebacks. Revenue relating to the sale of goods was recognized upon delivery of goods to the customer, as the risk of loss on these sales transfers to the customer upon delivery. | |
Shipping and Handling | Shipping and Handling | |
Sales Tax | Sales Tax On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, the Company recorded a liability in those periods in which it created economic nexus based on each state’s requirements. Total sales tax expense recorded related to economic nexus was $1.2 million and $5.0 million for the years ended March 31, 2021 and 2020, respectively. | |
Inventories | Inventories first-in, first-out Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of revenues and historical losses have not been material. | |
Cost of Revenues | Cost of Revenues | |
General and Administrative | General and Administrativ | |
Fulfillment Cost | Fulfillment Cost | |
Advertising Costs | Advertising Costs | |
Stock-Based Compensation | Stock-Based Compensation The Company estimates expected forfeitures of stock-based awards at the grant date and recognizes compensation cost only for those awards expected to vest. The Company estimates future forfeitures at the date of grant based on historical experience and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For stock-based awards issued to nonemployees, including consultants, the Company records expense related to stock options based on the fair value of the options calculated using the Black-Scholes option-pricing model over the service performance period. The fair value of options granted to nonemployees is remeasured over the vesting period and recognized as an expense over the period the services are rendered. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term 10-year Risk-Free Interest Rate zero-coupon Dividend Yield Common Stock Valuations • relevant precedent transactions involving the Company’s capital stock; • the liquidation preferences, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to the common stock; • the Company’s actual operating and financial performance; • current business conditions and projections; • the Company’s stage of development; • the likelihood and timing of achieving a liquidity event for the shares of common stock underlying the stock options, such as an initial public offering, given prevailing market conditions; • any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options; • recent secondary stock sales and tender offers; • the market performance of comparable publicly traded companies; and • U.S. and global capital market conditions. In addition, the Board considered the independent valuations completed by a third-party valuation consultant. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. | |
Related Party Transactions | Related Party Transactions | |
Emerging Growth Company Status | Emerging Growth Company Status | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, right-of-use In June 2016, the FASB issued ASU No. 2016-13, In December 2019, the FASB issued ASU 2019-12, 2019-12 In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40 2020-06 2020-06 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||
Summary of Basic And Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period July 8, Class A Common stock subject to possible redemption Numerator: Earnings allocable to Class A Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 32,396 Less: interest available to be withdrawn for payment of taxes (32,396 ) Net income attributable $ — Denominator: Weighted Average Class A Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption 2,317,710 Basic and diluted net income per share, Class A Common stock subject to possible redemption $ 0.00 Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (29,637,673 ) Add: Net loss allocable to Class A Common stock subject to possible redemption — For the Period July 8, Non-Redeemable $ (29,637,673 ) Denominator: Weighted Average Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 6,498,571 Basic and diluted net loss per share, Non-redeemable $ (4.56 ) | |
Barkbox Inc [Member] | ||
Accounting Policies [Line Items] | ||
Summary of assets and liabilities are measured at fair value on a recurring basis | The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 133 $ 133 Derivative liabilities (2) — — 4,883 4,883 $ — $ — $ 5,016 $ 5,016 As of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Preferred stock warrant liabilities (1) $ — $ — $ 127 $ 127 Derivative liabilities (2) — — $ 2,805 $ 2,805 $ — $ — $ 2,932 $ 2,932 (1) Included in accrued and other current liabilities. (2) Included in other long-term liabilities. | |
Summary of Level 3 liabilities carried at fair value on a recurring basis | A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the years ended March 31, 2021 and 2020 is as follows: 2021 2020 Balance—beginning of period $ 2,932 $ 336 Fair value at issuance 1,153 2,692 Change in fair value 931 (96 ) Balance—end of period $ 5,016 $ 2,932 | |
Summary of estimated useful lives for significant property and equipment | The estimated useful lives for significant property and equipment categories are as follows: Asset Class Useful Life Computer equipment, software, and domain names 3 years Warehouse machinery and equipment 5 years Furniture and fixtures 5 years Leased equipment and leasehold improvements Shorter of remaining lease term or |
Property And Equipment And In_2
Property And Equipment And Intangible Assets (Tables) - Barkbox Inc [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Summary of Property, Plant and Equipment | Property and equipment consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Computer equipment, software, and domain names $ 3,423 $ 2,372 Warehouse machinery and equipment 3,292 — Furniture and fixtures 992 976 Leasehold improvements 6,338 5,604 Construction in process 3,392 508 Total property and equipment 17,437 9,460 Less: accumulated depreciation (3,972 ) (2,316 ) Property and equipment—net $ 13,465 $ 7,144 |
Summary of Intangible Assets | Intangible assets consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Internally developed software $ 3,038 $ 1,560 Less: accumulated amortization (968 ) (219 ) Intangible assets—net $ 2,070 $ 1,341 |
Accrued And Other Current Lia_2
Accrued And Other Current Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of March 31, 2021 and 2020: March 31, 2021 2020 Sales tax payable $ 24,164 $ 14,027 Accrued marketing costs 4,199 2,544 Accrued deferred financing fees 3,000 — Accrued compensation costs 3,287 1,199 Refund liability 1,292 604 Accrued licensing fees 209 — Accrued professional and legal fees 2,484 367 Other accrued expenses 5,970 2,675 Accrued and other current liabilities $ 44,605 $ 21,416 |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Schedule of Deferred Tax Assets | The Company’s net deferred tax assets at March 31, 2021 is as follows: Deferred tax assets (liability) Net operating loss carryforward $ 23,974 Unrealized gain on marketable securities (2,582 ) Start-up 306,668 Total net deferred tax assets 328,060 Valuation Allowance (328,060 ) Net Deferred tax assets $ — | |
Schedule of Income Tax Provision | The income tax provision for the period from July 7, 2020 (inception) through March 31, 2021 consists of the following: Federal Current $ — Deferred (328,060 ) State and Local Current — Deferred — Change in valuation allowance 328,060 Income tax provision $ — | |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of warrants (19.5 )% Transaction costs incurred in connection with warrant liabilities (0.4 )% Valuation allowance (1.1 )% Income tax provision — % | |
Barkbox Inc [Member] | ||
Schedule of Deferred Tax Assets | The components of the Company’s deferred taxes are as follows (in thousands): March 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 24,960 $ 24,836 Charitable contributions 155 127 Interest expense 3,330 1,557 UNICAP 3,048 1,430 Stock compensation 1,379 475 Accruals and other $ 3,861 $ 2,403 Depreciation — 59 Total deferred tax assets 36,733 30,887 Valuation allowance (36,621 ) (30,887 ) Total deferred tax assets 112 — Depreciation (112 ) — Total deferred tax liabilities (112 ) — Net deferred tax assets $ — $ — | |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the Company’s effective tax rate to the United States federal income tax rate is as follows: March 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Permanent differences (2.29 ) (0.88 ) (1.77 ) State taxes—net of federal benefits 3.12 1.73 1.60 Change in valuation allowance (18.26 ) (22.79 ) (20.14 ) Stock Compensation (1.02 ) — — Other deferred adjustments (2.55 ) — — Other — 0.94 (0.69 ) Total — % — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 254,382,396 Liabilities: Warrant Liability – Public Warrants 1 $ 25,519,782 Warrant Liability – Private Placement Warrants 3 $ 15,953,000 |
Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placemnets Warrnts And Public Warrants at Intial Measurement | The key inputs into the Monte Carlo simulation model and the Black-Scholes model were as follows at initial measurement: Initial Measurement – Risk-free rate 0.6 % Remaining term in years 5.75 Expected volatility 19.0 % Exercise price $ 11.50 Fair value of common stock $ 9.65 Expected probability to consummate a business combination 88.3 % Input March 31, Risk-free rate 0.95 % Remaining term in years 5.13 Expected volat i 40.2 % Exercise price $ 11.50 Fair value of common stock $ 11.12 Expected probability to consummate a business combination 88.3 % |
Schedule Of Changes In The Fair Value Of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of July 8, 2020 (inception) $ — $ — $ — Initial fair value – November 13,2020 4,922,640 8,987,033 13,909,673 Change in fair value 1,030,360 16,532,749 27,563,109 Fair value as of March 31, 2021 $ 15,953,000 $ 25,519,782 $ 41,472,782 (2) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $9.0 million during the period from November 13, 2020 through March 31, 2021. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary of Long-term Debt | At March 31, 2021 and 2020, long-term debt consisted of the following: Weighted-Average As of 2021 2021 2020 2025 Convertible Notes 5.50 % $ 75,000 $ — Western Alliance revolving line of credit & term loan 5.75 % 34,300 44,300 Pinnacle term loan — % — 15,250 Convertible promissory notes 8.17 % 7,167 5,366 PPP loan 1.00 % 5,157 — 121,624 64,916 Less: short-term debt — % — (45,184 ) Less: deferred financing fees and debt discount (5,895 ) (3,386 ) Total long-term debt $ 115,729 $ 16,346 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary Of Temporary Equity | The following tables summarize issued and outstanding redeemable convertible preferred stock, and is recorded in mezzanine equity on the consolidated balance sheets: As of March 31, 2021 and 2020 Redeemable Convertible Preferred Stock Shares Carrying Value Series Seed 2,057,188 $ 1,897 Series A 2,110,400 4,948 Series B 990,068 10,285 Series C 2,142,188 34,585 Series C-1 452,671 8,272 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) - Barkbox Inc [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the year ended March 31, 2021: Number Weighted- Weighted- Aggregate Outstanding as of March 31, 2020 2,422,421 $ 6.78 6.69 $ 12,902 Granted 1,260,215 37.03 Exercised (267,292 ) 4.55 Cancelled or forfeited (46,175 ) 15.95 Outstanding as of March 31, 2021 3,369,169 $ 18.15 7.17 $ 251,646 Vested and expected to vest as of March 31, 2021 2,742,769 $ 14.84 6.70 $ 213,926 Exercisable as of March 31, 2021 1,735,509 $ 6.65 5.34 $ 149,575 |
Summary of Fair Value Measurements and Valuation Assumptions | During the years ended March 31, 2021, 2020 and 2019, the assumptions used in the Black-Scholes option pricing model were as follows: Fiscal Year Ended March 31, 2021 2020 2019 Expected term (years) 5.26 5.08 5.25 Expected volatility 76.48% 45.65% 52.31% Risk-free interest rate 0.19% 1.71% 2.74% Expected dividend yield — % — % — % |
Summary of Stock Based Compensation Expense by Function | The following table summarizes the total stock-based compensation expense by function for the years ended March 31, 2021, 2020 and 2019, which includes expense related to options, restricted stock units, and secondary sales: Fiscal Year Ended 2021 2020 2019 General and administrative $ 6,298 $ 1,757 $ 5,021 Advertising and marketing 224 60 75 Total stock-based compensation expense $ 6,522 $ 1,817 $ 5,096 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary of future minimum lease payments required under the operating leases as follows | The following is a schedule by years of future minimum lease payments required under the operating leases that have initial or noncancelable lease terms in excess of one year as of March 31, 2021. Fiscal year ending March 31: 2022 $ 4,113 2023 4,559 2024 4,269 2025 3,798 2026 3,899 Thereafter 6,459 Total minimum lease payments $ 27,097 |
Revenue From Contract With Cust
Revenue From Contract With Customer (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Disaggregation of Revenue [Line Items] | |
Summary of Disaggregated Revenue | Disaggregated Revenue March 31, 2021 2020 2019 Revenue Direct to Consumer: Toys and treats subscription $ 325,992 $ 199,744 $ 168,217 Other 7,978 4,407 9,533 Total Direct to Consumer 333,970 204,151 177,750 Commerce 44,634 20,184 13,691 Revenue $ 378,604 $ 224,335 $ 191,441 |
Other Income-Net (Tables)
Other Income-Net (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary of Other income As follows | Other income—net consisted of the following: Fiscal Year Ended 2021 2020 2019 Other income — Other income $ 267 $ 583 $ 182 Change in fair value of preferred share warrants (6 ) 3 (6 ) Change in fair value of derivative liability (925 ) 93 32 Settlement claim 795 — — $ 131 $ 679 $ 208 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) - Barkbox Inc [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Summary of Basic and Diluted Loss Per Share Attributable to Common Stockholders | Basic and diluted loss per share attributable to common stockholders were calculated as follows: Fiscal Year Ended 2021 2020 2019 Numerator: Net loss attributable to common stockholders $ (31,391 ) $ (31,368 ) $ (37,082 ) Net loss attributable to common stockholders—basic and diluted $ (31,391 ) $ (31,368 ) $ (37,082 ) Denominator: Weighted-average number of common shares outstanding—basic and diluted 5,295,722 5,159,893 4,905,972 Net loss per share attributable to common stockholders—basic and diluted $ (5.93 ) $ (6.08 ) $ (7.56 ) |
Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The Company excluded the following potential common stock, presented based on amounts outstanding at March 31, 2021, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. As of March 31, 2021 2020 2019 Stock options to purchase common stock 3,369,169 2,422,421 1,865,818 Redeemable convertible preferred stock (as converted to common stock) 3,333,121 3,333,121 3,333,121 Warrants to purchase common stock 233,881 233,881 233,881 Warrants to purchase Series C-1 523 523 523 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Barkbox Inc [Member] | |
Summary of Key financial performance measures of the segments including revenue, cost of revenue, and gross profit | Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows: Fiscal Year Ended March 31, 2021 2020 2019 Direct to Consumer: Revenue $ 333,970 $ 204,151 $ 177,750 Cost of revenue 128,044 79,191 75,085 Gross profit $ 205,926 $ 124,960 $ 102,665 Commerce: Revenue $ 44,634 $ 20,184 $ 13,691 Cost of revenue 24,620 9,730 9,241 Gross profit $ 20,014 $ 10,454 $ 4,450 Consolidated: Revenue $ 378,604 $ 224,335 $ 191,441 Cost of revenue 152,664 88,921 84,326 Gross profit $ 225,940 $ 135,414 $ 107,115 |
Organization And Description _2
Organization And Description Of Business - Additional Information (Detail) | Nov. 13, 2022USD ($) | Nov. 24, 2020USD ($)$ / sharesshares | Nov. 13, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Jun. 01, 2021USD ($) | Jul. 07, 2020USD ($) | Mar. 31, 2018USD ($) |
Date of Incorporation | Jul. 8, 2020 | |||||||||
Proceeds From Issuance Of Warrants | $ 6,837,000 | |||||||||
Assets Held-in-trust | $ 254,350,000 | |||||||||
Stock Issuance Costs | 14,437,777 | |||||||||
Underwriting Fees | 5,087,000 | |||||||||
Deferred underwriting fees | 8,902,250 | |||||||||
Other Offering Costs | 448,527 | |||||||||
Additional Paid in Capital | $ 34,636,485 | $ 34,636,485 | ||||||||
Operating Expenses | $ 511,177 | |||||||||
Share Redemption Price Per Share | 10.00% | 10.00% | ||||||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100.00% | 100.00% | ||||||||
Operating bank accounts | $ 306,623 | $ 306,623 | $ 0 | |||||||
Assets Held-in-trust, Noncurrent | 254,382,396 | 254,382,396 | ||||||||
Working Capital Deficit | 230,621 | 230,621 | ||||||||
Barkbox Inc [Member] | ||||||||||
Additional Paid in Capital | 25,748,000 | 25,748,000 | $ 17,931,000 | |||||||
Operating Expenses | 246,539,000 | 162,040,000 | $ 141,810,000 | |||||||
Operating bank accounts | $ 38,278,000 | $ 38,278,000 | $ 9,676,000 | $ 11,341,000 | $ 8,701,000 | |||||
Common stock conversion ratio | 8.7425 | |||||||||
Preferred stock conversion ratio | 8.7425 | |||||||||
Number of shares covered by the options to purchase common stock | shares | 29,257,576 | 29,257,576 | ||||||||
Class of warrants or rights number of shares called by warrants or rights | shares | 1,897,212 | 1,897,212 | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Deposit Amount In Trust Account [Member] | ||||||||||
Interest Income | $ 32,000 | |||||||||
Forecast [Member] | ||||||||||
Dissolution Expense | $ 100,000 | |||||||||
Minimum [Member] | ||||||||||
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account | 80.00% | 80.00% | ||||||||
Percentage Of Voting Interests Acquired | 50.00% | 50.00% | ||||||||
Net Tangible Assets Required For Consummation Of Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||||
Percentage Of Public Shares Eligible For Redemption Without Prior Consent From Shareholders | 15.00% | 15.00% | ||||||||
Private Warrant [Member] | ||||||||||
Class of Warrant or Right, Issued During The Period | shares | 4,500,000 | |||||||||
Class of Warrant or Right, Issue Price | $ / shares | $ 1.50 | |||||||||
Proceeds From Issuance Of Warrants | $ 6,750,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Restricted cash | $ 396,000,000 | |||||||||
Common Class A [Member] | ||||||||||
Stock Issued During Period Shares | shares | 25,435,000 | |||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock Including Additional Paid in Capital [Member] | ||||||||||
Additional Paid in Capital | $ 13,926,600 | |||||||||
IPO [Member] | Common Class A [Member] | ||||||||||
Stock Issued During Period Shares | shares | 25,000,000 | |||||||||
Shares Issued Price Per Share | $ / shares | $ 10 | |||||||||
Proceeds From Issuance Of IPO | $ 250,000,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Proceeds From Issuance Of Common Stock And Warrants Gross | $ 87,000 | |||||||||
Over-Allotment Option [Member] | Private Warrant [Member] | ||||||||||
Class of Warrant or Right, Issued During The Period | shares | 58,000 | |||||||||
Class of Warrant or Right, Issue Price | $ / shares | $ 1.50 | |||||||||
Proceeds From Issuance Of Warrants | $ 4,350,000 | |||||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||||
Stock Issued During Period Shares | shares | 435,000 | |||||||||
Shares Issued Price Per Share | $ / shares | $ 10 | |||||||||
Private Placement [Member] | Barkbox Inc [Member] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 20,000,000 | |||||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | $ 10 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 200,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)customersuppliersshares | Mar. 31, 2020USD ($)customersuppliersshares | Mar. 31, 2019USD ($)shares | Dec. 31, 2020USD ($) | Jul. 07, 2020USD ($) | Mar. 31, 2018USD ($) | |
Cash equivalents | $ 0 | $ 0 | |||||
Unrecognized Tax Benefits | $ 0 | ||||||
Income Tax Penalties And Interest Accrued | $ 0 | ||||||
FDIC Insured Amount | 250,000 | 250,000 | |||||
Proceeds to the warrants based on their initial fair value measurement | 6,837,000 | ||||||
Proceeds from issuance of common stock net of issuance cost | 249,263,000 | ||||||
Net loss | (29,637,673) | ||||||
Accumulated deficit | (29,637,673) | (29,637,673) | |||||
Cash and cash equivalents | 306,623 | 306,623 | $ 0 | ||||
Barkbox Inc [Member] | |||||||
Net loss | (31,391,000) | $ (31,368,000) | $ (37,082,000) | ||||
Accumulated deficit | (179,954,000) | (179,954,000) | (148,563,000) | ||||
Cash and cash equivalents | 38,278,000 | 38,278,000 | 9,676,000 | 11,341,000 | $ 8,701,000 | ||
restricted cash | 1,500,000 | 1,500,000 | |||||
Allowance for doubtful accounts | 100,000 | $ 100,000 | 100,000 | ||||
Intangible Asset, Useful Life | 3 years | ||||||
Impairments of long-lived assets | $ 0 | 0 | |||||
Income tax examination Pecenrtage of likelihood of favorable settlement | 50.00% | ||||||
Refund liability | 1,292,000 | $ 1,292,000 | 604,000 | ||||
Sales tax payable | 24,164,000 | 24,164,000 | 14,000,000 | ||||
Accrued Sales taxes collected not remitted | 14,500,000 | 14,500,000 | 9,200,000 | ||||
Sales tax expense | 1,200,000 | 5,000,000 | |||||
Advertising costs | $ 60,100,000 | $ 39,700,000 | $ 34,300,000 | ||||
Expected term (years) | 5 years 3 months 3 days | 5 years 29 days | 5 years 3 months | ||||
Barkbox Inc [Member] | General and Administrative Expense [Member] | |||||||
Credit cards payment processing fees | $ 8,400,000 | $ 5,700,000 | $ 4,700,000 | ||||
Fulfillment costs | 94,900,000 | 53,400,000 | $ 47,500,000 | ||||
Barkbox Inc [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||
Deferred transaction costs | 3,700,000 | 3,700,000 | |||||
Barkbox Inc [Member] | Accrued And Other Current Liabilities [Member] | Sales Channel, Through Intermediary [Member] | |||||||
Refund liability | 100,000 | 100,000 | 100,000 | ||||
Barkbox Inc [Member] | Accrued And Other Current Liabilities [Member] | Subscription and Circulation [Member] | |||||||
Refund liability | 1,200,000 | $ 1,200,000 | $ 500,000 | ||||
Barkbox Inc [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Barkbox Inc [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
Concentration risk percentage | 84.00% | 55.00% | |||||
Number of major customers | Customers | customer | 3 | 2 | |||||
Barkbox Inc [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | |||||||
Concentration risk percentage | 30.00% | 30.00% | |||||
Barkbox Inc [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member] | |||||||
Concentration risk percentage | 44.00% | 45.00% | |||||
Number of major suppliers | suppliers | 2 | 3 | |||||
Private Placement Warrants | |||||||
Warrant liability for the initial fair value of the warrants | $ 4,922,640 | ||||||
Expected Term [Member] | Barkbox Inc [Member] | |||||||
Expected term (years) | 10 years | ||||||
Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | shares | 13,036,333 | ||||||
Warrant [Member] | Barkbox Inc [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | shares | 233,881 | 233,881 | 233,881 | ||||
Warrant [Member] | IPO [Member] | Portion at Fair Value Measurement | |||||||
Proceeds to the warrants based on their initial fair value measurement | $ 8,987,033 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Proceeds from issuance of common stock net of issuance cost | $ 13,926,600 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Interest earned on marketable securities held in Trust Account | $ 32,396 |
Less: interest available to be withdrawn for payment of taxes | (32,396) |
Net income attributable | $ (29,637,673) |
Basic and diluted weighted average shares outstanding | shares | 2,317,710 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 2,317,710 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (29,637,673) |
Common Stock Subject to Mandatory Redemption [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Basic and diluted net income per share | $ / shares | $ 0 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ 0 |
Common Stock Subject to Non Redeemable [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Basic and diluted weighted average shares outstanding | shares | 6,498,571 |
Basic and diluted net income per share | $ / shares | $ (4.56) |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 6,498,571 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ (4.56) |
Numerator: Net Loss minus Net Earnings | |
Non-Redeemable Net Loss | $ (29,637,673) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |
Net income attributable | $ 0 |
Basic and diluted weighted average shares outstanding | shares | 2,317,710 |
Basic and diluted net income per share | $ / shares | $ 0 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares | 2,317,710 |
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares | $ 0 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Estimated Useful Lives For Significant Property And Equipment (Detail) - Barkbox Inc [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Computer equipment, software, and domain names | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Warehouse machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leased equipment and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining lease term orestimated useful life |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Level 3 Liabilities Carried At Fair Value On A Recurring Basis (Detail) - Level 3 - Barkbox Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance—beginning of period | $ 2,932 | $ 336 |
Fair value at issuance | 1,153 | 2,692 |
Change in fair value | 931 | (96) |
Balance—end of period | $ 5,016 | $ 2,932 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary Of Assets And Liabilities Are Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Recurring [Member] - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Preferred stock warrant liabilities(1) | $ 133 | $ 127 |
Derivative liabilities(2) | 4,883 | 2,805 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 5,016 | 2,932 |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Preferred stock warrant liabilities(1) | 133 | 127 |
Derivative liabilities(2) | 4,883 | 2,805 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 5,016 | $ 2,932 |
Property And Equipment And In_3
Property And Equipment And Intangible Assets - Additional Information (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 13,465 | $ 7,144 |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 3,000 | 100 |
General and Administrative Expense [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 1,700 | 1,200 |
Amortization expense for internally developed software | $ 700 | $ 200 |
Property And Equipment And In_4
Property And Equipment And Intangible Assets - Summary of Property, Plant and Equipment (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | $ 17,437 | $ 9,460 |
Less: accumulated depreciation | (3,972) | (2,316) |
Property and equipment—net | 13,465 | 7,144 |
Computer equipment, software, and domain names [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | 3,423 | 2,372 |
Warehouse machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | 3,292 | 0 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | 992 | 976 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | 6,338 | 5,604 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and equipment, gross | $ 3,392 | $ 508 |
Property And Equipment And In_5
Property And Equipment And Intangible Assets - Summary of Intangible assets (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Internally developed software | $ 3,038 | $ 1,560 |
Less: accumulated amortization | (968) | (219) |
Intangible assets—net | $ 2,070 | $ 1,341 |
Accrued And Other Current Lia_3
Accrued And Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Sales tax payable | $ 24,164 | $ 14,000 |
Accrued marketing costs | 4,199 | 2,544 |
Accrued deferred financing fees | 3,000 | 0 |
Accrued compensation costs | 3,287 | 1,199 |
Refund liability | 1,292 | 604 |
Accrued licensing fees | 209 | 0 |
Accrued professional and legal fees | 2,484 | 367 |
Other accrued expenses | 5,970 | 2,675 |
Accrued and other current liabilities | $ 44,605 | $ 21,416 |
Accrued And Other Current Lia_4
Accrued And Other Current Liabilities - Additional Information (Detail) - Barkbox Inc [Member] | 12 Months Ended |
Mar. 31, 2021 | |
Maximum [Member] | |
Percentage of employee contribution | 100.00% |
Minimum [Member] | |
Percentage of employee contribution | 1.00% |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | Nov. 24, 2020 | Mar. 31, 2021 |
Description Of Number Of Securities Called By Each Unit | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). | |
Common Class A [Member] | ||
Stock Issued During Period Shares | 25,435,000 | |
Common Class A [Member] | Public Warrant [Member] | ||
Exercise Price Of Warrants Or Rights | $ 11.50 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock Issued During Period Shares | 435,000 | |
Shares Issued Price Per Share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 24, 2020 | Mar. 31, 2021 |
Proceeds from warrants issued | $ 6,837,000 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Number of warrants issued | 58,000 | 4,500,000 |
Exercise price of warrants | $ 1.50 | |
Proceeds from warrants issued | $ 87,000 | $ 6,750,000 |
Number of warrants sold | 58,000 | 4,500,000 |
Number of warrants issued, price per share | $ 1.50 | |
Number of shares entitlement per warrant | 1 | |
Sponsor [Member] | Common Class A [Member] | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Nov. 24, 2020 | Nov. 13, 2020 | Nov. 10, 2020 | Jul. 18, 2020 | Jul. 08, 2020 | Mar. 31, 2021 | Jul. 17, 2020 |
Offering costs for an aggregate price | $ 25,000 | $ 25,000 | ||||||
Share transfer restriction, threshold consecutive trading days | 20 days | |||||||
Share transfer restriction, threshold trading days | 30 days | |||||||
Number of days for a particular event to get over for determning trading period | 150 days | |||||||
Repayment of related party debt | $ 150,000 | |||||||
Related Party Loans [Member] | ||||||||
Working Capital Loans | $ 1,500,000 | |||||||
Convertible price for warrants | $ 1.50 | |||||||
Unsecured promissory Note [Member] | ||||||||
Repayment of related party debt | $ 150,000 | |||||||
Chief Operating Officer [Member] | Unsecured promissory Note [Member] | ||||||||
Debt instrument face value | $ 150,000 | |||||||
Founder Shares [Member] | ||||||||
Common Stock, Shares Issued | 6,358,750 | |||||||
Common Stock, Shares Outstanding | 6,358,750 | |||||||
Founder Shares [Member] | Board Of Directors [Member] | ||||||||
Shares transferred to related party | 1,437,500 | |||||||
Common Class B [Member] | ||||||||
Stock shares issued during the period | shares | 8,625,000 | |||||||
Common Stock, Shares Issued | 7,187,500 | 6,358,750 | ||||||
Common Stock, Shares Outstanding | 7,187,500 | 6,358,750 | ||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Common Stock, Shares Issued | 7,187,500 | |||||||
Common Stock, Shares Outstanding | 7,187,500 | |||||||
Percentage of common stock shares outstanding | 20.00% | |||||||
Common stock shares not subject to forfeiture | 108,750 | |||||||
Share based compensation other than employee stock scheme shares forfeited during the period | 828,750 | |||||||
Common Class B [Member] | Shares Subject to Forfeiture [Member] | ||||||||
Stock shares issued during the period | shares | 937,500 | |||||||
Sponsor [Member] | Minimum [Member] | ||||||||
Share Price | $ 12 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 0.00% | |
Long-term debt, Gross | $ 121,624 | $ 64,916 |
Less: short-term debt | (45,184) | |
Less: deferred financing fees and debt discount | (5,895) | (3,386) |
Total long-term debt | $ 115,729 | 16,346 |
2025 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 5.50% | |
Long-term debt, Gross | $ 75,000 | 0 |
Western Alliance revolving line of credit & term loan [Member | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 5.75% | |
Long-term debt, Gross | $ 34,300 | 44,300 |
Pinnacle term loan [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 0.00% | |
Long-term debt, Gross | $ 0 | 15,250 |
Convertible promissory notes [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 8.17% | |
Long-term debt, Gross | $ 7,167 | 5,366 |
PPP loan [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 1.00% | |
Long-term debt, Gross | $ 5,157 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Nov. 27, 2020 | Apr. 24, 2020 | Mar. 31, 2020 | Dec. 19, 2019 | Dec. 03, 2018 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 07, 2018 | Oct. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from the issuance of common stock | $ 249,263,000 | |||||||||||
Barkbox Inc [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 121,624,000 | $ 64,916,000 | $ 121,624,000 | $ 121,624,000 | $ 121,624,000 | $ 64,916,000 | ||||||
Current portion of long term debt | 45,184,000 | 45,184,000 | ||||||||||
Proceeds from convertible promissory note | $ 75,750,000 | 5,367,000 | ||||||||||
Barkbox Inc [Member] | Maximum [Member] | Non Qualified Equity Financing [Member] | Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from the issuance of common stock | 30,000,000 | |||||||||||
Barkbox Inc [Member] | Minimum [Member] | Propective Qualified Equity Financing [Member] | Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from the issuance of common stock | $ 30,000,000 | |||||||||||
Barkbox Inc [Member] | Western Alliance Bank [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit maximum borrowing capacity | $ 35,000,000 | |||||||||||
Barkbox Inc [Member] | Western Alliance Bank And Pinnacle [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of long term debt | $ 27,600,000 | |||||||||||
Barkbox Inc [Member] | Western Alliance Amendment Agreement Three [Member] | Western Alliance Bank [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt instrument base rate percentage | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||
Debt instrument variable interest rate spread | 0.50% | |||||||||||
Line of credit facility borrowing base percentage | 80.00% | 80.00% | 80.00% | 80.00% | ||||||||
Barkbox Inc [Member] | Western Alliance Amendment Agreement Three [Member] | Western Alliance Bank [Member] | Revolving Credit Facility And Additional Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 34,300,000 | 44,300,000 | $ 34,300,000 | $ 34,300,000 | $ 34,300,000 | 44,300,000 | ||||||
Current portion of long term debt | 0 | 39,300,000 | 0 | 0 | 0 | 39,300,000 | ||||||
Barkbox Inc [Member] | Additional Term Loan [Member] | Western Alliance Amendment Agreement [Member] | Western Alliance Bank [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face value | $ 10,000,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Western Alliance Bank [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of long term debt | 10,000,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 0 | 15,300,000 | $ 0 | $ 0 | $ 0 | 15,300,000 | ||||||
Current portion of long term debt | 5,900,000 | 5,900,000 | ||||||||||
Payment of debt extinguishment costs | 2,000,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | 100,000 | 100,000 | ||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument variable interest rate spread | 5.25% | |||||||||||
Long term debt instrument variable interest rate percentage | 10.50% | 10.50% | 10.50% | 10.50% | ||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Principal [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of long term debt | 15,300,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Interest [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of long term debt | 100,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Tranche One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from long term debt | $ 7,600,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Tranche Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from long term debt | 3,800,000 | |||||||||||
Barkbox Inc [Member] | Term Loan [Member] | Pinnacle Agreement [Member] | Pinnacle [Member] | Tranche Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from long term debt | $ 3,800,000 | |||||||||||
Barkbox Inc [Member] | 2019 Convertible Promissory Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 7,200,000 | $ 7,200,000 | $ 7,200,000 | $ 7,200,000 | ||||||||
Barkbox Inc [Member] | 2019 Convertible Promissory Notes [Member] | December 2019 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | $ 2,200,000 | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||
Barkbox Inc [Member] | 2019 Convertible Promissory Notes [Member] | Propective Qualified Equity Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price percentage | 80.00% | |||||||||||
Barkbox Inc [Member] | 2019 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face value | $ 10,000,000 | |||||||||||
Proceeds from convertible promissory note | $ 3,900,000 | |||||||||||
Barkbox Inc [Member] | 2019 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | Payable In Kind [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt fixed interest rate percentage | 7.00% | |||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 5,400,000 | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | March 2020 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | 1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | May 2020 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | 800,000 | 800,000 | 800,000 | 800,000 | ||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | June 2020 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | $ 700,000 | 700,000 | 700,000 | 700,000 | ||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Super Prorata Notes [Member] | Propective Qualified Equity Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price percentage | 60.00% | |||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Prorata Notes [Member] | Propective Qualified Equity Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price percentage | 70.00% | |||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face value | $ 10,000,000 | $ 10,000,000 | ||||||||||
Long term debt terms of interest payment | quarterly | |||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | Super Prorata Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt fixed interest rate percentage | 10.00% | 10.00% | ||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | Prorata Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt fixed interest rate percentage | 8.00% | 8.00% | ||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | Tranche One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible promissory note | $ 1,500,000 | $ 1,000,000 | ||||||||||
Barkbox Inc [Member] | 2020 Convertible Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | Pinnacle [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible promissory note | 800,000 | |||||||||||
Barkbox Inc [Member] | Paycheck Protection Programme [Member] | Western Alliance Bank [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from long term debt | $ 5,200,000 | |||||||||||
Long term debt fixed interest rate percentage | 1.00% | |||||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt current and non current | $ 75,000,000 | $ 0 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 0 | ||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face value | $ 75,000,000 | |||||||||||
Long term debt fixed interest rate percentage | 5.50% | 5.50% | 5.50% | 5.50% | ||||||||
Long term debt terms of interest payment | compounded annually | |||||||||||
Proceeds from long term debt net of issuance costs | $ 74,700,000 | |||||||||||
Debt issuance costs gross | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||
Long term debt date of commencement of interest payment | Dec. 1, 2021 | |||||||||||
Debt instrument conversion price per share | $ 89.94 | |||||||||||
Long term debt default rate of interest | 3.00% | |||||||||||
Long term debt contingent rate of interest | 2.50% | |||||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Direct Listing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consecutive Trading Days After The Date of Settlement | 5 days | |||||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Special Purpose Acquistion Transaction [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Valuation of the common stock of the company triggering debt conversion | $ 1,500,000,000 | $ 1,500,000,000 | $ 1,500,000,000 | $ 1,500,000,000 | ||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Change Of Control Of The Company [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage change in the voting power of the common stock holders | 50.00% | |||||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Qualified Equity Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Valuation of the common stock of the company triggering debt conversion | 1,500,000,000 | $ 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Embedded derivative liability | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Additional Notes Issuable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument face value | $ 25,000,000 | |||||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Enhanced Interest Rate If Default Is Committed [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt fixed interest rate percentage | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||
Barkbox Inc [Member] | 2025 Convertible Notes [Member] | Magnetar Capital LLC [Member] | Minimum [Member] | Forecast [Member] | Qualified Equity Financing [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from the issuance of common stock | $ 20,000,000 |
Common Stock And Common And P_2
Common Stock And Common And Preferred Share Warrants - Additional Information (Detail) - Barkbox Inc [Member] - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2018 | Oct. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 13,101,412 | 11,803,289 | ||
Incremental change in the fair value of the warrant | $ 0.1 | |||
Accrued And Other Current Liabilities [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant Liability | $ 0.1 | $ 0.1 | ||
Common Stock [Member] | Pinnacle Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Issued Warrant For shares | 179,366 | |||
Class of Warrant or Right, Price Per Warrant | $ 8.85 | |||
Common Stock [Member] | Subsequent Western Alliance Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Issued Warrant For shares | 26,015 | |||
Class of Warrant or Right, Price Per Warrant | $ 9.61 | |||
Series C One Preferred Stock [Member] | Initial Western Alliance Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Issued Warrant For shares | 9,568 | |||
Class of Warrant or Right, Price Per Warrant | $ 18.291332 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Summary Of Temporary Equity (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Temporary Equity [Line Items] | ||
Carrying Value | $ 59,987 | $ 59,987 |
Series Seed [Member] | ||
Temporary Equity [Line Items] | ||
Shares | 2,057,188 | 2,057,188 |
Carrying Value | $ 1,897 | $ 1,897 |
Series A [Member] | ||
Temporary Equity [Line Items] | ||
Shares | 2,110,400 | 2,110,400 |
Carrying Value | $ 4,948 | $ 4,948 |
Series B [Member] | ||
Temporary Equity [Line Items] | ||
Shares | 990,068 | 990,068 |
Carrying Value | $ 10,285 | $ 10,285 |
Series C [Member] | ||
Temporary Equity [Line Items] | ||
Shares | 2,142,188 | 2,142,188 |
Carrying Value | $ 34,585 | $ 34,585 |
Series C-1 [Member] | ||
Temporary Equity [Line Items] | ||
Shares | 452,671 | 452,671 |
Carrying Value | $ 8,272 | $ 8,272 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Detail) - Barkbox Inc [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series Seed [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity liquidation preference per share | $ 0.9352 | |
Temporary equity liquidation preference | $ 1.9 | $ 1.9 |
Temporary equity conversion price per share | $ 0.9352 | |
Series A [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity liquidation preference per share | $ 2.36922 | |
Temporary equity liquidation preference | $ 5 | 5 |
Noncumulative Dividend Rate,Percentage | 8.00% | |
Temporary equity conversion price per share | $ 2.36922 | |
Series B [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity liquidation preference per share | $ 10.43117 | |
Temporary equity liquidation preference | $ 10.3 | 10.3 |
Noncumulative Dividend Rate,Percentage | 8.00% | |
Temporary equity conversion price per share | $ 10.43117 | |
Series C [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity liquidation preference per share | $ 17.4203167 | |
Temporary equity liquidation preference | $ 37.3 | 37.3 |
Noncumulative Dividend Rate,Percentage | 8.00% | |
Temporary equity conversion price per share | $ 17.4203167 | |
Series C-1 [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity liquidation preference per share | $ 18.291332 | |
Temporary equity liquidation preference | $ 8.3 | $ 8.3 |
Noncumulative Dividend Rate,Percentage | 8.00% | |
Temporary equity conversion price per share | $ 18.29133 | |
IPO [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity conversion price per share | $ 52.1559 | |
Proceeds from temporary equity convertible to common stock | $ 20 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Summary of Stock Option Activity (Detail) - Share-based Payment Arrangement, Option [Member] - Barkbox Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Options Outstanding, Outstanding | 2,422,421 | |
Number Options Outstanding, Granted | 1,260,215 | |
Number Options Outstanding, Exercised | (267,292) | |
Number Options Outstanding, Cancelled or forfeited | (46,175) | |
Number Options Outstanding, Outstanding | 3,369,169 | 2,422,421 |
Number Options Outstanding, Vested and expected to vest | 2,742,769 | |
Number Options Outstanding, Exercisable | 1,735,509 | |
Weighted- Average Exercise Price, Outstanding | $ 6.78 | |
Weighted- Average Exercise Price, Granted | 37.03 | |
Weighted- Average Exercise Price, Exercised | 4.55 | |
Weighted- Average Exercise Price, Cancelled or forfeited | 15.95 | |
Weighted- Average Exercise Price, Outstanding | 18.15 | $ 6.78 |
Weighted- Average Exercise Price, Vested and expected to vest | 14.84 | |
Weighted- Average Exercise Price, Exercisable | $ 6.65 | |
Weighted- Average Remaining Contractual Life (Years), Outstanding | 7 years 2 months 1 day | 6 years 8 months 8 days |
Weighted- Average Remaining Contractual Life (Years), Vested and expected to vest | 6 years 8 months 12 days | |
Weighted- Average Remaining Contractual Life (Years), Exercisable | 5 years 4 months 2 days | |
Aggregate Intrinsic Value, Outstanding | $ 251,646 | $ 12,902 |
Aggregate Intrinsic Value, Vested and expected to vest | 213,926 | |
Aggregate Intrinsic Value, Exercisable | $ 149,575 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Summary of Fair Value Measurements and Valuation Assumptions (Detail) - Barkbox Inc [Member] | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 5 years 3 months 3 days | 5 years 29 days | 5 years 3 months |
Expected volatility | 76.48% | 45.65% | 52.31% |
Risk-free interest rate | 0.19% | 1.71% | 2.74% |
Expected dividend yield |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Summary of Stock Based Compensation Expense by Function (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 6,522 | $ 1,817 | $ 5,100 |
General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 6,298 | 1,757 | 5,021 |
Advertising and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 224 | $ 60 | $ 75 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Additional Information (Detail) - Barkbox Inc [Member] $ / shares in Units, $ in Thousands | Dec. 16, 2020shares | Aug. 10, 2020shares | Mar. 31, 2021USD ($)customer$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized for issuance under the plan | 13,101,412 | 11,803,289 | |||
Stock-based compensation expense | $ | $ 6,522 | $ 1,817 | $ 5,100 | ||
Unrecognized stock-based compensation expense related to unvested stock options | $ | $ 21,900 | $ 2,400 | $ 1,300 | ||
Unrecognised Stock based compensation expense expected to recognise,Weighted-average remaining vesting period | 3 years 5 months 8 days | 2 years 10 months 13 days | 2 years 8 months 4 days | ||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value of options granted | $ / shares | $ 31.90 | $ 4.97 | $ 4.40 | ||
Total intrinsic value of options exercised during the period | $ | $ 23,600 | $ 300 | $ 2,400 | ||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award equity instruments other than options,granted | 35,000 | 22,616 | 171,666 | ||
Share based compensation arrangement by share based payment award equity instruments other than options,Vested | 25,000 | ||||
Number of shares of restricted stock vest over monthly installments | 10,000 | ||||
Shares vesting period | 12 months | ||||
Weighted-average estimated fair value per share of the restricted stock granted | $ / shares | $ 55.35 | $ 11.93 | $ 8.85 | ||
Stock-based compensation expense | $ | $ 1,100 | $ 300 | $ 1,500 | ||
2011 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in common stock authorized for issuance under th plan,shares | 510,719 | 717,000 | |||
Common stock authorized for issuance under the plan | 4,277,651 | 3,560,651 | 160,245 | ||
Exercise Price Per Share Of A Stock Option Not Less Than The Fair Value Of The Common Share ON Date Of GrantPercent | 100.00% | ||||
Stock options awarded under plan,Expiration Period | 10 years | ||||
Share based compensation arrangement by share based payment award award vesting rights percentage | 75.00% | ||||
Shares vested on a monthly basis at a rate | customer | 0.000277778 | ||||
2011 Stock Incentive Plan [Member] | First Anniversary of Date of Grant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award award vesting rights percentage | 25.00% | ||||
2011 Stock Incentive Plan [Member] | Increase In Authorized Common Stock For Issuance One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized for issuance under the plan | 4,788,370 | 4,277,651 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 16, 2020 | Nov. 05, 2020 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 24, 2020 |
Deferred underwriting fee payable | $ 8,902,250 | $ 8,902,250 | |||||
Consulting fees incurred | 252,500 | ||||||
Barkbox Inc [Member] | |||||||
Operating Leases, Rent Expense | 3,500,000 | $ 2,300,000 | |||||
Gain (Loss) Related to Litigation Settlement | $ 800,000 | 795,000 | 0 | $ 0 | |||
Strategic License Partnerships [Member] | Barkbox Inc [Member] | |||||||
Future minimum Guarantees, Commitments, Amount | 600,000 | 600,000 | |||||
Strategic License Partnerships [Member] | Minimum [Member] | Barkbox Inc [Member] | |||||||
Future minimum Guarantees, Commitments, Amount | $ 100,000 | ||||||
Under writing Agreement [Member] | |||||||
Deferred underwriting fee payable per share | $ 0.35 | ||||||
Deferred underwriting fee payable | $ 8,902,250 | ||||||
Consulting Agreement [Member] | |||||||
Business combination succession fee payable upon consummation of business combination | $ 10,000,000 | $ 10,000,000 | |||||
Common Class A [Member] | BarkBox [Member] | |||||||
Business Acquisition Number Of Shares Issued | 150,000,000 | ||||||
Business Acquisition Share Price | $ 0.0001 |
Commitment and Contingencies -
Commitment and Contingencies - Summary of future minimum lease payments required under the operating leases as follows (Detail) - Barkbox Inc [Member] $ in Thousands | Mar. 31, 2021USD ($) |
2022 | $ 4,113 |
2023 | 4,559 |
2024 | 4,269 |
2025 | 3,798 |
2026 | 3,899 |
Thereafter | 6,459 |
Total minimum lease payments | $ 27,097 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Nov. 10, 2020 |
Preferred Stock Shares Authorized | 1,000,000 | |
Preferred Stock Par Value | $ 0.0001 | |
Preferred Stock Shares Issued | 0 | |
Preferred Stock Shares Outstanding | 0 | |
Founder Shares [Member] | ||
Common stock, threshold percentage on conversion of shares | 20.00% | |
Class A Common Stock | ||
Common Stock, Shares Authorized | 125,000,000 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Issued | 5,561,195 | |
Common Stock, Shares Outstanding | 5,561,195 | |
Subject to Possible Redemption, Shares | 19,873,805 | |
Class B Common Stock | ||
Common Stock, Shares Authorized | 25,000,000 | |
Common Stock, Par Value | $ 0.0001 | |
Common Stock, Shares Issued | 6,358,750 | 7,187,500 |
Common Stock, Shares Outstanding | 6,358,750 | 7,187,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2021$ / shares | |
Event Trigerring The Value Of Warrants [Member] | |
Share Price | $ 9.20 |
Number of consecutive trading days for determining the share price | 20 days |
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% |
Minimum [Member] | Event Trigerring The Value Of Warrants [Member] | |
Share redemption trigger price per share | $ 10 |
Redemption price of warrants in percentage | 115.00% |
Redemption trigger price as a percentage of the newly issued price | 100.00% |
Minimum [Member] | Triggering Share Price One [Member] | |
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 days |
Number of days of notice to be given for the redemption of warrants | 30 days |
Share Price | $ 18 |
Number of consecutive trading days for determining the share price | 20 days |
Number of trading days for determining the share price | 30 days |
Minimum [Member] | Triggering Share Price Two [Member] | |
Class of warrants or rights redemption price | $ 0.10 |
Share Price | 18 |
Share redemption trigger price per share | 10 |
Maximum [Member] | Event Trigerring The Value Of Warrants [Member] | |
Share redemption trigger price per share | $ 18 |
Redemption trigger price as a percentage of the newly issued price | 180.00% |
Warrant Redemption Price One [Member] | Minimum [Member] | Triggering Share Price One [Member] | |
Class of warrants or rights redemption price | $ 0.01 |
Public Warrants [Member] | |
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 days |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
Class A Ordinary Shares [Member] | Event Trigerring The Value Of Warrants [Member] | |
Sale of stock issue price per share | $ 9.20 |
Class A Ordinary Shares [Member] | Minimum [Member] | Triggering Share Price Two [Member] | |
Class of warrants or rights redemption price | $ 10 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers - Summary of Disaggregated Revenue (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 378,604 | $ 224,335 | $ 191,441 |
Direct to Consumer: | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 333,970 | 204,151 | 177,750 |
Commerce | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 44,634 | 20,184 | 13,691 |
Toys and treats subscription | Direct to Consumer: | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 325,992 | 199,744 | 168,217 |
Other | Direct to Consumer: | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 7,978 | $ 4,407 | $ 9,533 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 01, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | $ (29,637,673) | |||
Barkbox Inc [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | (179,954,000) | $ (148,563,000) | ||
Revenue | 378,604,000 | 224,335,000 | $ 191,441,000 | |
Refund liability | 1,292,000 | 604,000 | ||
Contractual liabilities with customers | 27,200,000 | 13,300,000 | ||
Deferred revenue recognized | $ 13,300,000 | |||
Barkbox Inc [Member] | Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | $ 100,000 | |||
Revenue | 100,000 | |||
Barkbox Inc [Member] | Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Other Current Liabilities [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Refund liability | $ 100,000 |
Income Tax - Schedule of Defer
Income Tax - Schedule of Deferred Tax Assets (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets (liability) | ||
Net operating loss carryforward | $ 23,974 | |
Unrealized gain on marketable securities | (2,582) | |
Start-up Costs | 306,668 | |
Total deferred tax assets | 328,060 | |
Valuation Allowance | (328,060) | |
Net Deferred tax assets | 0 | |
Barkbox Inc [Member] | ||
Deferred tax assets (liability) | ||
Net operating loss carryforward | 24,960,000 | $ 24,836,000 |
Charitable contributions | 155,000 | 127,000 |
Interest expense | 3,330,000 | 1,557,000 |
UNICAP | 3,048,000 | 1,430,000 |
Stock compensation | 1,379,000 | 475,000 |
Accruals and other | 3,861,000 | 2,403,000 |
Depreciation | 0 | 59,000 |
Total deferred tax assets | 36,733,000 | 30,887,000 |
Valuation Allowance | (36,621,000) | (30,887,000) |
Total deferred tax assets | 112,000 | 0 |
Depreciation | (112,000) | 0 |
Total deferred tax liabilities | (112,000) | |
Net deferred tax assets | $ 0 | $ 0 |
Income Tax - Schedule of Incom
Income Tax - Schedule of Income Tax Provision (Detail) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (328,060) |
State and Local | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | 328,060 |
Income tax provision | $ 0 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Federal statutory rate | 21.00% | |||
Change in fair value of warrants | (19.50%) | |||
Transaction costs incurred in connection with warrant liabilities | (0.40%) | |||
Change in valuation allowance | (1.10%) | |||
Income tax provision | 8212.00% | |||
Barkbox Inc [Member] | ||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | |
Permanent differences | (2.29%) | (0.88%) | (1.77%) | |
State taxes—net of federal benefits | 3.12% | 1.73% | 1.60% | |
Change in valuation allowance | (18.26%) | (22.79%) | (20.14%) | |
Stock Compensation | (1.02%) | 0.00% | 0.00% | |
Other deferred adjustments | (2.55%) | 0.00% | 0.00% | |
Other | 0.00% | 0.94% | (0.69%) | |
Income tax provision | 0.00% | 0.00% | 0.00% |
Income Tax - Additional Inform
Income Tax - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Loss Carryforwards | $ 23,974 | ||
Deferred Tax Assets, Valuation Allowance | 328,060 | ||
Deferred Tax Assets, Operating Loss Carry forwards | 23,974 | ||
Barkbox Inc [Member] | |||
Operating Loss Carryforwards | 112,300,000 | $ 109,500,000 | |
Deferred Tax Assets, Valuation Allowance | $ 36,621,000 | 30,887,000 | |
Percentage of cumulative changes in ownership interest of significant stockholders | 50.00% | ||
Operating Loss Carry forwards, Valuation Allowance | $ 5,700,000 | 5,700,000 | |
Deferred Tax Assets, Operating Loss Carry forwards | 24,960,000 | 24,836,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | $ 0 |
Barkbox Inc [Member] | Federal Country [Member] | Expiration Period 2031 [Member] | |||
Operating Loss Carryforwards | $ 60,500,000 | $ 51,600,000 | |
Operating Loss Carry forwards, Expiration Period | 2031 years | 2031 years | |
Barkbox Inc [Member] | Federal Country [Member] | Expiration Period indefinitely [Member] | |||
Operating Loss Carryforwards | $ 51,900,000 | $ 57,900,000 | |
Operating Loss Carry forwards, Expiration Period | 0 years | 0 years | |
Barkbox Inc [Member] | State and Local Jurisdiction [Member] | Expiration Period 2031 [Member] | |||
Operating Loss Carryforwards | $ 41,100,000 | $ 42,400,000 | |
Operating Loss Carry forwards, Expiration Period | 2031 years | 2031 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 24, 2020 | Mar. 31, 2021 | Nov. 13, 2020 |
Subsequent Measurement [Member] | Private Placement Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 16 | ||
Subsequent Measurement [Member] | Private Placement Warrants [Member] | Portion at Fair Value Measurement | |||
Class of warrant or right exercise price of warrants or rights | $ 3.50 | ||
Subsequent Measurement [Member] | Public Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 25.5 | ||
Class of warrant or right exercise price of warrants or rights | $ 3.01 | ||
Initial Measurement [Member] | Monte Carlo simulation model [Member] | |||
Period of expiration of warrants after the completion of the initial business combination | 5 years | ||
Expected term of warrants | 5 years 9 months | ||
Warrant exercisable days after the completion of business combination | 30 days | ||
Warrant exercisable period from the initial public offering date | 12 days | ||
Initial Measurement [Member] | Monte Carlo simulation model [Member] | US Treasury (UST) Interest Rate | |||
Description of risk free interest rate assumption based on treasury rate | risk-free interest rate assumption was based on the five-year U.S. Treasury rate | ||
Initial Measurement [Member] | Private Placement Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 4.9 | ||
Class of warrant or right exercise price of warrants or rights | $ 1.08 | ||
Initial Measurement [Member] | Public Warrants [Member] | |||
Aggregate value of laibilities at fair value | $ 9 | ||
Class of warrant or right exercise price of warrants or rights | $ 1.06 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Fair Value of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) | Mar. 31, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 254,382,396 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | 254,382,396 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | 25,519,782 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Aggregate value of laibilities at fair value | $ 15,953,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placemnets Warrnts And Public Warrants at Initial Measurement (Detail) - USD ($) | Nov. 24, 2020 | Mar. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of Units | $ 27,563,109 | |
Balck Scholes Model [Member] | Private Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.60% | 0.95% |
Expected term (years) | 5 years 9 months | 5 years 1 month 17 days |
Expected volatility | 19.00% | 40.20% |
Exercise price | $ 11.50 | $ 11.50 |
Fair value of Units | $ 9.65 | $ 11.12 |
Expected probability to consummate a business combination | 88.30% | 88.30% |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Detail) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value | $ 27,563,109 |
Private Placement Warrants | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 4,922,640 |
Change in fair value | 1,030,360 |
Fair value as of March 31, 2021 | 15,953,000 |
Public Warrants [Member] | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 8,987,033 |
Change in fair value | 16,532,749 |
Fair value as of March 31, 2021 | 25,519,782 |
Warrant Liabilities | |
Changes IN Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of July 8, 2020 | 0 |
Initial fair value – November 13,2020 | 13,909,673 |
Change in fair value | 27,563,109 |
Fair value as of March 31, 2021 | $ 41,472,782 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule Of Changes In The Fair Value Of Warrant Liabilities (Parenthetical) (Detail) $ in Millions | 5 Months Ended |
Mar. 31, 2021USD ($) | |
Changes IN Fair Value Of Warrant Liabilities [Abstract] | |
Fair value measurement with unobservable inputs reconciliation recurring basis liabilities transfers out of level 3 | $ 9 |
Other Income-Net - Summary of O
Other Income-Net - Summary of Other income As follows (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | Nov. 05, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Other Income Net [Line Items] | ||||
Other income | $ 267 | $ 583 | $ 182 | |
Change in fair value of preferred share warrants | (6) | 3 | (6) | |
Change in fair value of derivative liability | (925) | 93 | 32 | |
Settlement claim | $ 800 | 795 | 0 | 0 |
Other Income - Net | $ 131 | $ 679 | $ 208 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss attributable to common stockholders | $ (29,637,673) | |||
Weighted-average number of common shares outstanding—basic and diluted | 2,317,710 | |||
Barkbox Inc [Member] | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss attributable to common stockholders | $ (31,391,000) | $ (31,368,000) | $ (37,082,000) | |
Net loss attributable to common stockholders—basic and diluted | $ (31,391,000) | $ (31,368,000) | $ (37,082,000) | |
Weighted-average number of common shares outstanding—basic and diluted | 5,295,722 | 5,159,893 | 4,905,972 | |
Net loss per share attributable to common stockholders—basic and diluted | $ (5.93) | $ (6.08) | $ (7.56) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13,036,333 | |||
Barkbox Inc [Member] | Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,369,169 | 2,422,421 | 1,865,818 | |
Barkbox Inc [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,333,121 | 3,333,121 | 3,333,121 | |
Barkbox Inc [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 233,881 | 233,881 | 233,881 | |
Barkbox Inc [Member] | Series C-1 Convertible Preferred Stock [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 523 | 523 | 523 |
Segments - Summary of Key finan
Segments - Summary of Key financial performance measures of the segments including revenue, cost of revenue, and gross profit (Detail) - Barkbox Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of revenue | $ 152,664 | $ 88,921 | $ 84,326 |
Gross profit | 225,940 | 135,414 | 107,115 |
Direct to Consumer [Member] | |||
Revenue | 333,970 | 204,151 | 177,750 |
Cost of revenue | 128,044 | 79,191 | 75,085 |
Gross profit | 205,926 | 124,960 | 102,665 |
Commerce [Member] | |||
Revenue | 44,634 | 20,184 | 13,691 |
Cost of revenue | 24,620 | 9,730 | 9,241 |
Gross profit | 20,014 | 10,454 | 4,450 |
Consolidated [Member] | |||
Revenue | 378,604 | 224,335 | 191,441 |
Cost of revenue | 152,664 | 88,921 | 84,326 |
Gross profit | $ 225,940 | $ 135,414 | $ 107,115 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Barkbox Inc [Member] - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | May 21, 2021 | Apr. 23, 2021 |
Subsequent Event [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 87 days | |
Operating Lease, Payments | $ 18.3 | |
Number of shares purchased for issuance under share-based payment arrangement. | 26,750 | |
Weighted Average Exercise Price | $ 79.93 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |